The Reverse of Imperfections
by jensening
Summary: When Max watches her camera, broken on the floor, fix itself with a wave of her hand she realises that she can reverse time. When she watches Kate and sees nothing but sadness, Max realises her powers might be able to fix that too. But when Victoria Chase, stubborn as always, does not rewind like everyone else, Max realises she can't fix that. And does she really want to?
1. One

**A/N:** Oh, look, a new story! Honestly I'm kinda pumped about this. I didn't mean to unveil so much of the story, I sort of wanted it to be this slow unwinding as you guys work out what's happening along the way, but I think it's probably better that you can understand this from the get-go.

 **Description:**

Max can reverse time. She realises this one mundane photography lesson, when her camera breaks and she saves its life. Slowly, Max realises she can do what others cannot: get the best outcome in every aspect of her life, and help others along the way. But with the ability to make everything how she wants it to be, to redo and redo as many times as she wants, Max is becoming obsessed with perfection. There's only one person who can save Max from herself, only one person who is unaffected by her time travel and the _only_ person Max wishes it affected: Victoria Chase. A seemingly perfect girl with seemingly normal problems - at least until Max comes along and unravels it all with nothing but a flick of her hand, and a growing hubris.

The Reverse of imperfections

The world around Max reverses.

She watches as it happens, physically sees the reversal of speech from Mr Jefferson's mouth, watches as her camera, once broken and in pieces, picks itself off of the floor and puts itself back onto the table, the screws magically winding back into place, the plastic bending and moulding back into the shape it once was, reverting from the shatters and dents it was on the floor. Max watches, unable to feel amazed, unable to feel calm, as the people around her visibly rewind. She watches as a ball, thrown at Kate, slowly travels back across the classroom and into the hand of the culprit who threw it. Watches as the pen on Kate's page moves backwards, undoing the needless doodles she had drawn to distract herself from the glares and sniggers of her classmates.

But Max herself does not reverse. No.

Because Max is the one that is making the actions of her classmates, her professor, come undone, with nothing but a wave of her seemingly normal hand.

It's amazing, seeing the world slowly unfold before her in a moment of absolute, undeniable clarity. She only wishes that Victoria were here, in class, so she could watch as the perfect actions of a seemingly perfect girl came undone, and Max could watch, slowly, and search for the imperfections.

When she lowers her hand, the world is in play again, and nobody is aware that something has changed. Something inhumane has occurred – something extra-terrestrial – incredible – unthinkable – mind-blowing – alien – something so totally abnormal that is seeks to change the very fabric of the word, of the world and society we live in that deems the abnormal something so mundane.

What Max has the power to do really _is_ abnormal. Not mundane in the slightest. There is simply no other word to describe it, and yet it falls so short of being the word Max needs, that this power is something indescribably frustrating.

She has godly power. She could become absolutely perfect – do everything right, say all the right things, live a world where she is perfect, and her grades are perfect, and she can do all the things she had dreamed of doing –

Because she has a power. But she is too scared to trifle with it.

She drops her hand to the table. It makes a loud noise and hurts, but Max barely notices. She's too bewildered. Too panicked, anxious, scared – what is she to do, with such a power? How does it even exist, and why the hell was it given to her, of all people?

The bell rings, and Max stands. She clumsily shoves her pencil case and notes into her bag, puts her camera in afterwards. Leaves.

Or, tries to, at least.

"I see you, Max Caulfield. Don't even _think_ about leaving here until we talk about your entry."

Max flinches at being noticed, but obeys and makes her way over to Mr Jefferson, who is leaning against his desk with his arms crossed, watching her expectantly. "I'd never let one of photography's future stars avoid handing in her picture."

Max sighs and fiddles with her fingers, her eyes guiltily darting from the floor to his face, but unable to look him in the eyes. "Yeah I – I'm not sure I have one." She says, quietly.

Mr Jefferson doesn't seem disappointed, which is good. Max hated disappointing him; he was a a legendary photographer and trying to help her. She wants to impressive him. He slaps an easy smile on his face. "Given your selfie output," he jokes "I imagine you must have about a thousand good pics by now."

"It'll take a long time to find a good one." Max replies. She meets his eyes.

Mr Jefferson nods his head, sighs, but seems to understand. He pushes himself off the desk and turns towards Max in his easy-going manner. "Max, don't wait too long. John Lennon once said that 'Life is what happens while you're busy making other plans.' " Max thinks that maybe he is disappointed in her after all. It isn't a good feeling. "Go on now," he says. "don't let me stop you."

It's a decision she makes without ever realising it. Before she knows what has happened, before she can register it, her hand is in the air. Time is reversing. Max doesn't know how she does it, how it's happening, but it is – it's happening as naturally as the constant pounding of her heart, which is the only thing reminding her that this is real at all.

Max is standing in front of him when time is normal again. And this time she initiates the conversation:

"Excuse me, Mr Jefferson, can I talk to you for a moment?"

And she gets the same reply: "Of course, Max! I'd never let one of photography's future stars avoid handing in her picture."

This is it, Max thinks, a moment where she can turn disappointment into approval. Where she can alter Mr Jefferson's opinion of her, give him the answer he needs to hear from her to avoid disappointment. So she gives it.

"I'm on top of it. I think John Lennon once said that 'Life is what happens while you're busy making other plans."

And Mr Jefferson looks so pleased. Max doesn't know how to describe this feeling, this satisfaction mixed with this string of guilt threaded down her throat, tugging at her heart with every waggle of her tongue, every manipulation of the world, as it changes from the way it was supposed to be -

"Max, you're on _fire_ today." He says, waving his hands around in the classical overly-expressive arts teacher way. "All the right answers. Good. Make sure you finish working on it by today. I have faith in you."

And Max nods, smiles, tells him she will, because that's what he wants to hear. Now she can leave, now that Mr Jefferson is done with her. She opens the door, hears it click behind her and takes a deep, steady breath to calm her nerves. Max pulls her phone out of her pocket, connects the earbuds and shoves them in her ears, letting Syd Matters encapsulate her surroundings, cleanse her of the stress and worry. Max makes her way outside.

It's full of her friends, classmates. She sees Victoria with Nathan, Taylor and Courtney sat over on the grass together, sees Brooke playing with her drone, Alyssa sat reading her book, Justin and the skater dudes preforming ollies, nollies, lots of other difficult moves Max would fail at if she tried –

She watches as Zach throws the football a little too hard, and it zooms straight past his friend and instead hits Alyssa right on the back of the head. She hits the floor, her book falls beneath her.

Everyone laughs but Max and Alyssa.

And Max makes a decision.

She can do this, now, she knows, knows that her power is ultimately unlimited, not like a three-wish genie. She runs towards Alyssa and stops just short of helping her out. Reaches out her hand – feels this energy warp around, twist, manipulate, like her hand is the singularity in a black hole. The world undoes. It is silent, quiet, the actions of those in Arcadia Bay, possibly the entire continent, or planet, undoing before Max's very eyes.

"What the _fuck!"_

Max jolts at the voice, a voice when there shouldn't be a voice, because time is unwinding and Max is the only one who can speak or do _anything_ but someone is yelling at her -

She turns around and, in front of her, is Victoria. Moving of her own volition, staring at Max as if she were a freak, an alien, something inhumane and wrong, or maybe she is staring out of fascination.

And the only thing Max can focus on is that Victoria is _not unwinding why isn't she unwinding._

That is enough to tire her out completely.


	2. Two

"I wondered why this – this _thing_ had been happening, and, of course, it is no one but sad little retro-zoned Maxine Caulfield." Victoria crosses her arms. Time is still unwinding. "Want to explain, or is this some waif hipster bullshit at an entirely new level?"

Max drops her hand, half scowling, half shocked, half reluctant. Why – why – _why_ is she unaffected by the time reversal? Victoria should have been stuck, like the others, their actions slowly unwinding but she wasn't, but everyone else, including Alyssa -

With a jolt Max remembers why she had rewound time in the first place. She turns around, sees the ball is still firmly in Zach's hand. "One sec, Victoria." Max says to her despite her paramount confusion. She nudges Alyssa, and Alyssa looks at her, unhappy at being disrupted but happier when she notices it's Max.

"Oh, hi, Max, what's up?"

"Alyssa, move to the left right now."

"But why – "

"Just _do_ it!"

She does.

The ball narrowly misses her. She looks at Max, her book floppy in her hands. "Wow, Max, how did you know that was going to hit me?" she asks, her eyes wide, dazed, amazed, and a little bit shocked.

Max has an easy smile on her face, yet her gut feels anything but easy. She opens her mouth to reply, come up with some excuse, some lie, but she is twisted around by a hand on her shoulder, effectively (and rudely) ending her conversation. Victoria is scowling at her, unhappy, but she looks back to her friends who are looking at her like she is insane, or 'uncool' for even talking to Max without blatantly insulting her.

"You meet me in my room tonight or I swear to _God_ Max Caulfield" She points a sharp, daring finger at Max, "I will shove a stick so far up your ass even Mr Jefferson won't be able to be fooled by your insecure little hipster act."

Max wonders if she could unwind, unwind so far back, to before she even thought about helping Alyssa, that Victoria wouldn't be aware of their previous conversation, or what Max could do.

But she realises, rather quickly with the anxiety that is coursing through her veins, filling her lungs, shaking her fingers, that Victoria could move during the time reversal. She's probably just like Max – but unable to rewind time herself.

And then, Max thinks with mild bitterness and morbid surprise, _why did it have to be Victoria?_

But it is a question that will never be answered, and Max knows this. She knows this because she knows that this should be impossible, and Max doesn't even know why she can reverse time, let alone why Victoria is unaffected by it.

Max looks back to the so-called Queen of Blackwell.

She looks a bit pale, but Max supposes she would too if she'd just watched someone manipulate time. But Victoria looks at her, brown eyes wide and scared, and she says:

"What was I – I doing before you reversed time?"

And Max feels her tongue flop uselessly in reply. She stares at Victoria, at a pale, worried, seemingly normal to everyone else, Victoria, and looks her up and down, lets the puzzle connect itself like a pen across a dot-to-dot. "Victoria," Max says, "do you not remember what happened before I reversed time?"

"No!" Victoria yells. Everyone looks to her. So many pairs of eyes, trained on her, teachers, students, staff, all staring at her as if she had suddenly turned crazy. They are silent, Victoria is pale, terrified, staring at Max like the girl is a monster. Surprisingly, she keeps her sanity and waits for everyone to slowly turn back to what they were doing, the noise level rising again, before she speaks. It is fast, sporadic, violent, but only violent because of her fear. "What the _fuck_ did you do to me?"

"I – I didn't _do_ anything – I mean – I was only trying to help Al – "

"No, no, no, no, no, no, _no!_ I remember –" Victoria's eyes squint, her hand hits her head, her fingers paw at her hair, "I remember you rewinding and I remember talking to you, this conversation, but before that I – _shit_ what was I doing?"

Max does not know what to do. Her chest feels constricted – to have your life wiped from you, even a simple few seconds, to have multiple realities blend into one, but not to remember any of them accept for the current – "You were talking to Taylor and Courtney about my ugly shirt." Max says, but it is a lie. Stick with what your familiar with, Max figures, it will comfort her.

It works. "Right-" Victoria says. Her eyes, once wild and wide, shrink a little, her hand drops from her head. She blinks, once, twice, three times, and nods. "Yeah," Victoria says. "That's right – it is an ugly fucking shirt. Who wears deer shirts, Max, that died out even before your haircut did –"

It's a weak insult, Victoria knows it, Max knows it, but neither acknowledges it.

Max knows Victoria is shaken. And, more than anything, she knows that Victoria doesn't believe the lie Max just fed her. But she chooses to, because any reality is better than one you can't remember, even if it's too horrible to be discussed.

* * *

Max meets up with Kate a bit later. They sit in her room, Max brings tea. Kate lets hers go cold on her desk, her hands too occupied with nervously holding each other to worry about anything else. Max is the one that must carry the conversation.

"I don't mean to brag, Kate, but I think I made pretty tasty tea today." Max doesn't say it out of spite, but out of worry. She stares at the full cup of cold tea sat on Kate's desk, and all she can think about it that Kate used to drink her whole cup rather quickly, and then Max would go and get her another even though Kate said it was okay and she was fine, but Max would do it anyway, and Kate would always be thankful, and Kate would always drink it.

Now, she barely even glanced at it. It made Max's chest constrict.

"Yeah, Max, it's – great. I'm sorry, I guess I'm just not really – really in the mood – for tea."

Kate looks so shaken, all the time. Like a quivering little mouse that gets into your house and shakes with fear when you try to help it out, try to keep it away from your cat who had brought it in in the first place. She does not look healthy. Max wonders when she last ate.

"Kate, you know it's okay. You don't have to drink something if you don't want to."

Kate spares her a glance, her shoulders relax slightly. "Thank you, Max." she replies. Her voice is so quiet and small. "You're a good friend."

"I don't know about that." Max replies, smiling. She takes a sip of her tea. "But I do know that I make awesome tea."

Kate gives the tiniest ghost of a smile. It's not even there, but it is, and it makes Max so happy. But it is gone before it ever really arrived and Max is left staring at the pale, depressed face of her close friend again, wondering why she can't do more for her.

And, then, Max realises that she can.

She has this power now – this power that can rewind any bad mistake and do it an entirely different way – and although she can't go back to _that night,_ can't undo the mistakes, the video, because they are long before she was given this power, she could make sure Kate never has to deal with that kind of hate again. Kate does not deserve to be called a slut, whore, to be asked how much she charges – all this horrible crap she has heard from people, Kate does not deserve.

Max will make sure she never has to deal with it again.

"Did you want to go to the Two Whales this weekend, maybe? Their pancakes are guaranteed to put a smile on anyone's face, or 50% off."

But Kate simply shrugs, doesn't look up, doesn't laugh at her joke or even really acknowledge it. "No, thanks, Max."

And that is when Max realises that you can't help someone that doesn't want to be helped. But she will not give up. Because Kate deserves more than sitting in a dark room, stuck with her thoughts for company, stuck with these bibles quotes as the voice of her disappointed mother, left with nothing but this room as the only place she can escape the teasing of others but never the bullying of her mind.

Max will not leave her alone. Max will use her power, and help her however she can.

And she doesn't see why she can't do that for other people, as well. Like Alyssa today – she stopped her from being laughed at, hurt, and Max felt good about it.

So she'd continue helping people, even if her little talk with Victoria ended up in disaster.

* * *

Max enters the room quietly, carefully, slinks her body in through the door, making sure no one outside had seen her come in (as Victoria had requested) and then lightly clicks it shut. She looks forward at Victoria sat rigid on her bed, and takes two careful steps in.

"Hi." Max says, quietly. Victoria looks at her.

"You can rewind time."

Max nods. "I guess." She says, "it – it doesn't really make sense to me."

Max takes another few steps in, cautiously, like a deer. Victoria rolls her eyes, ushers her forward. "I'm not going to hurt you, weirdo."

Max gives her a small shrug, but obediently takes a seat on the bed away from Victoria, sits there awkwardly with her hands tucked together on her lap. She wonders what she's supposed to say, how this conversation is supposed to go, because Victoria is mean but ultimately confused, the only person who knows about Max's gift and the very person Max wished didn't know. She looks at Victoria: a girl who looks surprisingly scared, her arms crossed, hands rubbing up and down her arms worriedly, her eyes staring vacantly forward. Max feels terrible, terrible that she could be the cause of this distress.

Victoria isn't a nice person, in Max's experience. But does that make her a bad person, because of one person's perception? No.

But, damn, Max wishes she could get a second opinion.

"I can't remember what – what happened to me. You – I was doing _something_ and then you – reversed time and now – now I can't remember what happened and it's your fucking fault, Maxine -"

"I didn't know you were unaffected by it, Victoria, I thought everyone –"

"But I _am_ affected!" Victoria yells, flinging her hands into the air. She stands, walks a few hurried paces, turns around and looks at Max. "When time was reversing I could move and no one else could, and when it was all over I couldn't remember what you had reversed, only that you had! Only that afterwards I felt violated, sick, like someone had f-ing _drugged_ me!"

Max stares at her: shocked, ashamed, not knowing what to say, or do, how to reply, how her tongue should rest in her mouth or if she should even look at Victoria. She feels her hands clench into anxious fists, her teeth bite down on her cheek. "I didn't know." She says, useless. Her body feels pumped with anxiety, her muscles charged with strength but desperate to sit down.

"No shit." Victoria says.

"I –" Max takes a breath in. Stands up. "But if you don't remember the reverse, how do you know I have powers?"

"Because, weirdo, I remember what happens when time is reversing."

They stare at each other, evenly. Evaluating what to think about each other, what to do. Max knows she's at Victoria's mercy but, then again, who would believe her if she told people Max could reverse time?

"You're going to keep doing it, aren't you?"

Max nods. "I am."

"Fuck," Victoria says with a groan. She lets her head fall back, look at the ceiling, wipes her hand across her head in worry. And then her head snaps back to Max, she folds her arms, leans her weight on her left leg, looks at Max straight in the eyes. Her eyes are piercing, even though they are such a soft, warm brown colour. "Then you better damn tell me when you're going to do it so I don't get so confused again, time-freak."

Max agrees.


	3. Three

Max doesn't tell Victoria when she rewinds time. She feels bad about it because she had promised she would and sincerely meant that, but when it comes down to it there just simply isn't enough time to text her, wait for a reply and then rewind, because then the opportunity is passed.

But the first time she rewound, she actually _did_ message Victoria. It was to stop Alyssa being a target of TP but Victoria must have still been asleep because a reply never came. She waited for what felt like eons but really it was simply moments, and she could undo that wasted time with barely even a flick of her hand. And so Max did that, and she enjoyed doing it. Felt so damn happy when she stopped the toilet paper from hitting Alyssa's face, loved the moment Alyssa had smiled, sounded sincere, said they should hang out more.

It was oddly satisfying, but not odd at all, really, to be able to rewind time. To watch the scowl on someone's face come undone with the fragile unwinding of time, and then to see a smile replace itself on the face where a frown should have been. It was gratifying.

Max felt like that smile belonged to her. She wanted to snap it with a photo, save it in the moment. She could do that, you see, because cameras offered her a power even she didn't have: the power to stay in a single moment, forever, and capture the feelings of it. And those feelings would always be just as powerful in that photo as the moment it had been taken – even years from the event, even if viewed by someone totally irrelevant to that moment.

Time is a beautiful thing. It's so sad.

Max is grateful for her gift because it means that, now, time is only beautiful. It's not sad to her. She might not be able to stay in a moment, but she can capture it, and if she's not happy with something she could just redo it until she is and then capture the perfection of it. It's kind of ingenious.

But, alas, when Max had picked at the fabric of time and saved Alyssa's head from the toilsome toilet paper, Victoria had woken up. She wasn't happy but Max thinks it rare to see Victoria happy anyway, unless she's making fun of someone.

The thought, at the time, hadn't made her sad. It just seemed truthful, a fact, something cold and obvious about Victoria that everyone knew but never said, and certainly never lingered on. It makes her sad now, though, thinking about it. Now that she has all the time in the world, she can stare at the imperfections of others.

She was never sure Victoria _had_ any imperfections.

But, when Max had been yanked into Victoria's room, Victoria had scowled at her. "Not while I'm fucking sleeping, Maxine, I thought I was _suffocating_."

"I'm sorry, Victoria, but I _did_ message you."

"Oh, I'm sorry." Victoria had replied. She'd scoffed and rolled her eyes, thrown her hands into the air dramatically and totally bitch-like, as she usually did when she ranted. "Congratulations. Did it not occur to you I'd be sleeping, hippy? It's like two in the morning."

Max shrugged. "It's eight, actually. And you told me to message you; I did as you asked."

"I'm glad you can follow instructions. It's good to know you have as much obedience as Frank's fucking dog."

Max had said nothing. Victoria was prone to this; she just had to get it out. Besides, Max had understood at the time, she would have been pretty mad (or damn scared, which she figured was _actually_ what Victoria had felt, not pissed) if someone had undone time whilst she was sleeping. Victoria had woken up, mid-rewind, disorientated and sleepy, only to feel time slipping through her fingers like grains of sand with a horrid queasy feeling in her stomach – or so Victoria had yelled at her, Max didn't know if that was actually what it felt like.

But, strangely, she trusted Victoria's judgement. You kind of have to trust the only other person who experiences time rewind, right?

But Max had already apologised, what else could she have done? Rewound the rewind? Victoria would still have been awake, and she'd have to go through another distortion. What's done is done.

Max had felt the smile prick at her lips. What's done is done. It was ironic. What's done isn't done, Max could undo it with a lift of her hand. But with Victoria….what was done really _is_ done.

Victoria had misinterpreted her smile. "It's not _funny."_ She had said. Her voice had been surprisingly unsteady and Max had felt bad. She didn't think it was funny.

"I –I'm sorry." Max sighed, ran a hand down her face with a forlorn look. "I really am, Victoria, I didn't mean to distress you."

And Victoria had just stared at her. It had been alarming, seeing Victoria so…stoic.

Max thinks about it now and realises that it wasn't a stoic look. It was like her deep brown eyes were searching hers, looking for something without ever moving. They were eyes that Max could look into and see the world reflected back at her.

Victoria had told her to leave after that, and Max had obliged.

Now, walking down the hallway, Max feels surprisingly free. Sure, someone knows about her powers, but they won't tell. And even if they did, who would ever believe her?

Unless there's somebody else out there, like Max, who can rewind time…but, surely, Max would notice. Or at the very least, Victoria would. It would not go without notice. Max would see the inconsistencies.

So, no, it's just her. And she can do what she likes.

She shows up an hour late to Mr Jefferson's class, just because she can. She's greeted with sarcastic joy, but Max just smiles a little coyly and rewinds time, then takes her seat.

Victoria scowls at her the entirety of the lesson.

She feels guilty. It's a smug feeling that she can't place, can't find where it stems from within her and cut it free, remove it, so instead it wallows in her. It makes her feel terrible. It makes Max decide to use her powers carefully.

No more skipping class and then rewinding so she never did. That is selfish, and Max doesn't think she's a selfish person. Most of all, it is rude to Victoria – rude, but also damn right cruel, and that's just the sort of person Max is trying not to be. She is using her powers to help, not hinder.

Even if it _is_ Victoria: a girl who never ran out of offensive comments, who dished out absurd names like M &Ms, and had once told Max to 'go fuck your selfie'. Nobody really deserves to have the world pulled from them, do they?

Max doesn't think so.

It's also this reason that, when Taylor not so subtly chucks a paper ball at Kate's head, Max steps into action. Her hand is in the air before she can stop it, and the paper ball is slowly lifting off of the ground, hitting Kate back in the head (which was a little funny, though Max's snort of laughter made her feel incredibly guilty when she saw the pain, the sadness, etched on Kate's face as it hit her) and then that little ball began slowly making its way back across the classroom.

Max hears a sigh next to her. "This is getting tiresome." Victoria says. Max looks at her, sees Victoria look at her manicured nails before examining the ball gently gliding through the air.

"Already?" Max replies. "You're watching time _unravel_ , Victoria. You're one of the only people in the whole world that can see the world reversing before your eyes, who can walk through a moment in time as much as she wants and do whatever she wants whilst everyone else is stuck, and you're saying you're growing tired of it?"

Victoria shrugs. "Kinda." She says. "But only because I can't damn well remember what just happened in class."

"Then it's a new experience for you." Max replies, giving her a cheeky grin.

Victoria stands, walks about the room. "But it's not though, is it? I've already experienced all of this before, I just don't remember it. It's actually quite sad. Someone should totally write a book about me."

The very comment makes Max roll her eyes, but despite how self-involved it sounded, the book actually sounds pretty good. "It'd be a good book. There could be a great love story between you and the time traveller. They could rewind time just so you could steal little moments together, and then at the very end the time traveller could undo the entire love story and end it in tragedy."

"You're depressing, Maxine." Victoria says, nonchalant. She sits down on the desk next to Mr Jefferson, crosses her arms. She looks sideways at him, looks him up and down. Huffs. But then she blushes a little and looks at Max, and Max can't help but think how obvious she is about wanting the famous 'Mark Jefferson'. "And I'm not gay, loser, so find someone else you can fall tragically in love with."

Max's face grows very hot, very quickly. "I – I meant if someone _else_ was the time traveller. Not – Not _me_ of course not me –"

Victoria stands. "Something wrong with me?" she asks. She gestures a hand down herself, head to toe. "Am I too good looking for you or something? Not your 'type'?"

Max coughs awkwardly, looks at the little paper ball. It's just over half way. She wishes, really badly wishes that she could work out how to rewind time faster.

Victoria steps towards her. "But I bet you're dating that punk, right? Chloe What-ever-the-fuck her name is?"

"Chloe Price? We're just friends."

Victoria hums and stares at her. She looks into Max's eyes, brown on blue, and then lets her eyes gently glide up and down Max's body. "Sure." Victoria says and abruptly spins around.

She takes a couple steps forward, dangerously looks about the room."But I like your thinking, Maxine. I shouldn't grow tired of this rewind. I could actually have a lot of fun with it." She saunters back to Mr Jefferson. Faint alarm bells ring in Max's head.

Victoria picks up a board marker.

"I'm thinking a moustache." She says, looking and Max a smirking evilly. It's a sexy smile, Max won't deny it. Makes her insides flop. "But on whom?"

Max's mouth feels dry. "I don't know if we should –"

"Maxine." Victoria looks at her dryly, unamused, but her eyes are twinkling with mischief. "You told me that I should be enjoying this, and if I can't control what I remember or when time is rewound, I'm going to decide what happens whilst time is reversing. Now, you can either sit there with your lame little hand in the air and your worried little hipster face, or you can decide whose face I violate."

"Taylor's." replies Max, instantly. "She deserves it after throwing that ball at Kate."

Victoria scoffs. "She's my best friend, why would I embarrass her?"

"Because you said I could decide whose face you 'violate'. I pick her. She violated Kate, you violate her."

Victoria gives her that sexy, sexy smile again. Max doesn't know what to make of it, what to do, how to reply or look or what to do with her spare hand.

"Fine." Victoria replies. She walks to Taylor, clicks the cap off of the board marker and draws a large, curly moustache and goatee. "And I must admit, Max, I like your bossy side."

"I'm not bossy – "

"You're a little bossy. Maybe you do have what it takes to be in the Vortex Club." The cap clicks back into the marker. Taylor's face is covered in black ink. Victoria went over her eyebrows in black, drew a big curly moustache, a small goatee. It was hilarious.

"I don't want to be in that stupid club –"

"And, look, Maxine, I'm not happy about drawing on Taylor's face even _if_ it is pretty funny." Victoria carelessly lets the board marker roll onto the table. "She is going through a hard time right now, and if making fun of Kate is what gets her through it then she can do it all she likes. I'll damn join her."

"Well now Kate's going through stuff, Victoria, and it isn't funny. Her family are telling her she's going to hell, she won't play her violin anymore and spends her mornings crying instead. I think she's depressed. You're not helping."

"You can't help everyone." Victoria replies, taking her seat again. "And humans are selfish. We'll always chose to save the ones we love. We'll cry about the others later because we made a decision to save one and fuck the other. But we'll act like that wasn't what happened, like we had no idea what actually happened or why the person was suffering." Her leg crosses over the other, she leans back. "And then we get over it."

Max's hand drops.

Time plays again.

Mr Jefferson's voice is drowned with the class' laughter and Taylor's scream, and Max wonders if she really had just chosen who deserved happiness. But then she sees Kate _smiling,_ for the first time in what felt like a lifetime, and watches Taylor get up and leave. Max sees Victoria looking at her but Max looks away from her cloudy, unknowable brown eyes. Instead, she looks at Kate's tiny little smile. It's dull, it's small, but it's there.

Max decides that she didn't chose who deserved happiness. She simply granted it.


	4. Four

**A/N:** To clarify, this is an alternate universe where no one is missing and Rachel Amber doesn't exist (I would hate to write a character I don't know) but Kate Marsh _was_ drugged and the video still exists. Max still has her powers and is best friends with Chloe. There is no tornado. Also, Max and Victoria had a small history before both attending Blackwell which may be mentioned at some point, but they didn't really talk. Okay! Now that context is out of the way, enjoy!

Also, I feel it was important to emphasise Max's anxiety because it's something she clearly seems to deal with, but it's never really touched upon much outside the first episode. I wanted to showcase it a bit more. Hope I did okay! I've also had no time to proof read. Sorry for any mistakes, I never catch them all when I proof read anyway haha

* * *

"Shit, man, Bitch-toria really knows about your mad super powers?"

Max looks at Chloe, laid down on her bed with a cigarette in her mouth and her hands tuck behind her head. Chloe had been sceptical when Max had told Chloe of her powers only yesterday. She had, of course, demanded a demonstration of Max's powers and Max was more than happy to oblige – within reason. When Chloe asked her to rewind time so she could destroy the brakes in David's car… that was a step too far.

"A step too far?" Chloe had said. "More like a step-douche too far. If I have to see that fucker sat in my living room one more time I'm going to go hella crazy."

But, regardless, Chloe had let it go. And she believed Max.

And, now, she seems almost mad at Max.

"How the hell could you tell _her_ before me?" she says, sitting up and staring at Max with icy eyes and slanted eyebrows.

"I didn't tell her," Max replies, pulling at her index finger anxiously. "She stays active during the time rewind."

The way Chloe stares at her is sort of unreadable. Her blue eyes are scowling but subtle, and they flicker across from Max's two eyes without ever really resting on one. Her voice, when she speaks, is deadpan. "She can what?" Chloe says, not like a question. Max gives a sort of wavering nod because she understands the confusion, the disbelief, but really, how can Chloe doubt her if she believes that Max can time travel like a damn time lord?

"Victoria saw me rewinding time, she got completely _freaked_ out."

"Well, that's unsurprising, considering you can rewind _fucking_ time –"

"That's not the point, Chloe –"

"Then what is the point? That you finally have an excuse to stare at your lady crush until your eyes burn?"

Max goes a couple shades red and points a finger at Chloe. "I've never had a crush on Victoria –"

"You stare at her every time we see her!" Chloe laughs and Max goes another grows a shade darker. She hates that Chloe is so perceptive of Max, even if sometimes she misunderstands Max's intentions.

Max won't admit that this time Chloe is entirely right.

Chloe throws her hands into the air and lifts herself off of her back, crossing her legs on the bed as she sits up, cigarette still in her mouth. "Remember when you first saw her, three years ago? I believe your words were 'pretty angel'."

"And to this day I regret you hearing me mumble that." Max replies. She sighs and looks away from Chloe, out the window. A bird is making its nest on the tree just outside. There are little bits of twig everywhere, one resting delicately in the birds little beak as it carefully jumps around its future home, trying to find where to put it. The nest is barely even formed yet; Max's never seen a nest in the making. There's something entrancing about watching nature; about watching this little bird make a home for itself, stick by stick. It's really fascinating. It would make a beautiful picture.

"I don't have a crush on her." Max says. She pulls her blue eyes away from the bird's nest. Focuses on Chloe. "Is she incredibly attractive? Yes. Do I, on occasion, take time to appreciate how beautiful she is? Yes. That does _not_ mean –"

Chloe smirks, releases the smoke in her mouth with one smug little sentence: "You want Victoria's babies."

"I do not want –"

"I feel the need to warn you, Super Max, Victoria will dress them in cashmere mittens, hats, sweaters, pants, socks – and she'll be the one to cry when they puke all over their clothes, not the babies - and their first word will be 'hipster' - but if that's okay with you –"

"I get the picture, Sass Master."

"Are you sure? I can think of some other hella good examples, they keep coming to me –"

"Somehow I think I'll be okay."

The two of them stare at each other for a moment. Max wonders, briefly, very briefly, why the two of them had never gotten together, Chloe and her, since Chloe had dated a couple girls on and off and Max was about as straight as Chloe was –

But the thought almost makes her laugh. Chloe and her? Great in principle, and Max would never deny that she had thought about it, but the reality was that the two of the just didn't feel that way towards each other – they'd kissed before, and afterwards the both of them had brushed it aside. Chloe had blushed brighter than Max had, and then atmosphere had been a little awkward that day.

Well, that, and the fact that Chloe seems to be obsessed with the idea of Max and Victoria together.

"Well, shit, Max, what if your babies can _travel through time?_ "

"They'd be the most annoying babies in the world. I'd have to relive their crying over and over again."

Chloe laughs. "Right. And if they puked on you they could rewind it so they puked on you again – or could you rewind the rewind that made them puke on you again and make it so that you only got puked on once? Or could you rewind so far back that you were never puked on in the first place?"

Max looks at her like she's an idiot, but in reality her thoughts feel a bit constipated. Max has absolutely no idea how her powers work, and less of an idea of how Victoria remains able to move during the time rewind. Chloe's musing of what would happen if there were two time travellers make her mind almost combust with the paradoxical possibilities –

"I am so not getting into that." Max replies. "Leave that to the professionals."

"I don't know if there is anyone more qualified than you to answer these questions, Max. You're the time traveller."

"I'm no Marty McFly, Chloe."

"Right." Chloe replies, stubbing out her cigarette into an ashtray. "Because Back to the Future is such an accurate representation of time travel."

"At least Doc had an idea of what he was doing. I can't even travel forward in time."

"Going back is more important. Sure, it'd be crazy to see what the future is like but imagine how much you could fuck up? Plus, you could totally get stuck there or something. Better you stick to your own life span, and only go back in time."

"That was surprisingly wise, Chloe."

Chloe rolls her eyes, shuffles backwards on the bed and lets her back hit the headboard of her bed. She rests against it. Max thinks she looks peaceful, in a weirdly Chloe way. "I have my moments, Maximus." She says. She picks a little metal box off of the floor. "You wanna hit before step douche comes home? Or rather -" Chloe leans forward, flutters her eyes in mockery "smoke 'em peace pipe', as Princess Victoria would say."

"Nah," Max replies, ignoring Chloe's comment about Victoria. "I better go. Jefferson will kill me if I'm late to his lesson."

"Then just arrive late and undo it so you never were."

Max smiles at Chloe. It's one of those typical _'what are you like'_ smiles – just a little bit cheeky and full of fondness. "I've already done that once. Victoria was not happy." Max picks up her messenger bag, shoves it onto her shoulder and makes her way to Chloe's bedroom door. She lets her hand rest on the handle but then clumsily turns around to address Chloe. "And I - I don't want to pressure myself anymore than I have today."

Chloe's gaze turns soft. "You're not feeling any better?"

"A little." Max replies. She brushes Chloe's concern aside; it's embarrassing, Max thinks, admitting you've been anxious all day for no damn reason. Admitting that she's no stronger than anybody else, even though she has powers. She's no Clark Kent. She's just Max Caulfield.

Max shoves down this rising bubble of an unfriendly, prickly feeling of anxiety before it can claw at her bones as it often likes to. Instead, she smiles. Decides not to think about it. It's difficult, but that's why she came to visit Chloe in the first place. So, instead, she talks. Lightens the mood. "Well, that, and I made a deal with myself not to take advantage of my powers."

" _Boring_ , Max!" Chloe replies, now laid on her bed. "This power is the coolest toy ever; take advantage! You could totally kiss Victoria and then rewind so you never did! It'd be sweet!"

Max, blushing, turns back to the door and opens it with haste. She desperately tries to push away the mental images, rather unsuccessfully, and shakes her head, opening the door. "Bye, Chloe." She says, refusing to give Chloe the satisfaction of seeing her blush.

"Fine, Max, go please the Queen. Do what she says. Don't be my superhero."

"I'll always be your Super Max, Chloe. Chill. I'm just not going to take advantage."

"Then what are you going to do with it, if not have shit tons of fun?"

Chloe's question makes Max smile, and she looks back at her blue-haired friend with contentment slapped across her face. "Help people." She replies, waving goodbye.

As she leave the Price household she thinks about how damn dramatic she is.

She guesses she has a right to be.

* * *

"Now, Max, since you've captured our interest and _clearly_ want to join the conversation, can you please tell us the name of the process that gave birth to the first self-portraits?"

Max feels her heart sink. Now she remembers why she doesn't take selfies in class. Or the hallway. Or…anywhere in the school building, really. Mr Jefferson is staring at her expectedly, a little annoyed as far as Max can tell and as her eyes skim the room for help they land on a smug Victoria, staring at her with this wicked, self-satisfied smirk on her face because she knows that Max has no clue.

Max feels her heart pounding in her chest, the heat rush to her face. She looks back to Mr Jefferson. He is still staring at her. Right into her eyes.

Max sucks a breath in, feels her cheeks puff out, releases it to relax her clammy hands. "I…I _did_ know."

His hand slams against the table, Max jolts at the sound. Why does he seem so angry? "You either know this or _not_ , Max."

Max feels her breathing quicken, her heart slamming in her chest, against her chest, desperate to get out, hard and fast like the way Mr Jefferson whacked his hand against the table in bitter disappointment –

She looks to Victoria for help, but Victoria is facing Mr Jefferson, ignoring her entirely, and Max lets herself take 3 deep breaths in through the nose, out through the mouth. Jesus, she feels pathetic sometimes. Why does Mr Jefferson make her so nervous? Why does talking aloud in class send her heart racing, anxiety pounding through her veins like little shards of glass in her bloodstream?

"Is there anybody here that knows their stuff?"

This is why Max didn't want to come to class today - she had been on edge all day. Chloe had helped, eased the anxiety, given her something else to think about - but now - now she is left with no one - Victoria is ignoring her - Chloe isn't here - Mr Jefferson is mad at her - Kate won't even _look_ at her -

She is alone. She is alone, she doesn't have the answer - everyone is looking at her _expecting_ her to have the answer and she just _doesn't_ -

Max notices Victoria's hand sway comfortably into the air. "Louis Daguerre was a French painter who created 'daguerreotypes' a process that gave portraits a sharp, reflective style, like a mirror."

There's something deep and wispy about Victoria's voice. Something calming. Even when she's insulting Max, it fails to panic or offend her because it's just so silky; it feels like her lips melt the words she says and warm Max's insides.

And then Victoria looks at her. Fierce, doughy brown eyes meet Max's icy cool ones, but Max can't maintain the contact. The anxiety is still rushing through her; she can't sit still. She squirms in her seat, shuffles and shuffles her legs, tries to find a comfortable way to sit. She fails. Stares at the table, hopes to see it burn.

"Now you're totally stuck in the Retro Zone. Sad Face."

She doesn't see it but Max knows that Victoria has pouted at her ironically. Everything's ironic for artists.

It's just a bubble of a thought, but it makes her laugh. It's an empty laugh, one filled to the brim with panic and self-hatred, but it's there and it feels like some sort of relief.

She thinks the class is looking at her like she's crazy now –

Max can't _stand_ lots of people staring at her –

Laughing at her -

She needs a time out –

"What the hell are you doing?"

Max's eyes are bunched up but with this one angry sentence from Victoria they fly open. Victoria is sat on her chair, one leg over the other, staring at Max with displeasure written all over her face.

It takes Max a moment, but she eventually realises. Her hand is in the air, balled almost into a fist, her fingernails digging into any skin she can find. It hurts. The world around her is in slow motion.

There is no sound. Only her rapid heartbeat, the sound of her blood running through her veins. Her breathing. Victoria's breathing. Victoria's voice.

"I – I'm sorry –" Max says, gasps almost. Her tongue feels numb. She looks around her. Everybody wasn't staring at her, except for Kate. Max watches as Kate's eyes slowly look away from Max, and her head collapses back into her hands. Her eyes stare back at the table.

It makes Max feel terrible, in a different way to her anxiety.

"I – I didn't know I had lifted my hand – I'm sorry – I didn't know – know I had reversed time."

Max lets her own head collapse into her free hand. Her elbow rests painfully on the table, her forehead hits the palm of her hand.

She hears the creak of a chair. Ignores it. Focuses on breathing. She feels calmer now.

Why does she panic? That was pathetic; certainly nothing to panic about. She can be pathetic. So she couldn't answer a question, it's no big deal. No big deal. Why did it make her chest burst?

"Max." There's a soft voice, now, next to her. Max looks up, next to her, sees Victoria hovering next to her, a hand outstretched as if to touch her, twitching as if it wants to, but it doesn't try to. Max is grateful. The hardness in Victoria's eyes is gone. They look soft, worried. Like brown clouds in the sky.

Max loves staring at the sky.

Victoria drops her hand. "Are you okay?"

"Fine," Max breathes, "Happens sometimes, it's rare."

"What happens sometimes?"

"Anxiety." Max replies. "It's rare for me. But it happens."

Victoria crouches next to her. Her jeans touch the dirty floor; Max is amazed she would even risk dirty clothes for her. "Is there anything I can do?"

"Just talk, please." Max says. Her voice sounds normal now. The pounding in her chest is slowly decreasing, even if the adrenaline in her veins is not. "Thanks for not touching me."

"I've had to deal with something similar before." Victoria says. "Taylor gets them a lot because of her mother. I've – er – I've only had a couple, but I know being touched doesn't help a lot of people."

"Never would have guessed." Max replies, mildly shocked and a little bit unfairly bitter. Her mind feels fuzzy. "The great Victoria Chase suffers with panic attacks."

" _Hey_ – I'm not perfect, okay?" Victoria says. She sounds offended. Max immediately regrets her words.

Victoria traces pointless patterns on the table with a single, slender finger. Max wants to follow the line it makes. "And I don't suffer with them. They're not regular. I've had a couple in the past, that's all. I know you've been in my room –" Max freezes, her muscles visibly tense. Victoria shushes her in a way that is supposed to be relaxing. "I wasn't saying that to be a bitch, least of all to panic you. I just meant that you must know that my parents own the Chase Space. They can be… demanding. Reproachful. Bitter."

Even the way Victoria says it leaves a bad taste in Max's mouth.

She looks Victoria in the eyes. She feels… well, not confident, but better, at least. God knows how she's kept up the time reversal. "I'm sorry." Max says, her voice low. Eyes soft. Victoria stares into them in her moment of vulnerability. Max lets her hand rest on top of Victoria's, the one that previous traced patterns. Max isn't surprised by how soft her skin is, or how warm her hand feels. "That must be really hard, Tori."

Max watches, feels the slow realisation of upset, as Victoria's eyes, foggy with warmth and understanding, are cleared. And all Max is left with is the hard brown eyes of a defensive girl staring before her. It's just like that, that the moment is broken and the shards of Victoria's vulnerability, her fragility, collect in Max's mind and root themselves there. She won't forget. "Whatever." Victoria replies. She stands, takes a step away. Rubs at her hand, gently, where Max had held it. "We're not friends. Don't pretend to understand me, and certainly don't call me Tori. We're not friends."

"Okay." Max replies. She feels calm. Safe.

"And don't you dare tell anyone what I did for you, weirdo, or I swear to God -"

"Victoria?" Max interjects. Victoria, now seated, looks back at Max looking flustered. "Thanks."

The thing that really relaxes Max, the thing that turns those shards of glass into grains of sand, is the sight of Victoria growing two shades darker as the hint of red tints her face. There's something very sweet about it, endearing. Max's has never thought of Victoria as either of those things, but she thinks them now. She used to think she was beautiful, like a daughter of Aphrodite, but with a cold heart. Now? Now Max doubts herself.

It's a thought that almost makes her hand drop, time play, but she hits a sudden pause when Victoria's voice calls out to her. She sounds uncertain or, rather, _seems_ uncertain, for her voice has almost every inch of confidence it usually does. "And if you wanted, Max - well, I mean, if you wanted - it would probably be helpful for you if -"

Max looks at her. Victoria meets her eyes for only a moment before blushing harder than she had before and throwing a hand into the air. "For shit sake, Maxine, do I have to spell it out for you? Just give the damn answer to Mr Jefferson - it was The Daguerreian Process, around the 1830s and invented by the French painter, Louis Daguerre." she crosses her arms, looks away. Max hears her mumble: "Do I have to do _everything_ around here?" but she's almost pouting and is certainly still blushing, so Max can only think that she doesn't mean it venomously at all but rather she is embarrassed.

Embarrassed of what, Max doesn't know. Maybe embarrassed of showing Max that she's human like everyone else. That she's kind, has a heart. It's a weird thing to be embarrassed about but it would make sense give her insecure, defensive nature.

"Thank you." Max says. She means it. She doesn't know how to convey that she means it, so she simply says it with as much sincerity as she can muster and nods lightly at Victoria.

Victoria looks at her, her eyes surprisingly soft. She nods back.

Max lets time play again.

""Now, Max, since you've captured our interest and _clearly_ want to join the conversation, can you please tell us the name of the process that gave birth to the first self-portraits?"

Max does not look at Mr Jefferson. She keeps her eyes on Victoria. Can't help but feel the small, grateful smile that plucks at her lips. "The Daguerreian Process. Invented by a French painter named... Louis Daguerre. Around 1830."

Mr Jefferson is very happy with her answer. Max's insides feel warm. "Somebody has been reading as well as posing. Nice work, Max. The Daguerreian Process made portraiture hugely popular, mainly because it gave the subjects clear defined features..."

Max stops listening after that. She takes a moment to look at Mr Jefferson, whose hands wave about as he lectures the class, and when she looks back across to Victoria, the girl's eyes are already on her. She could see the little smile that breached Victoria's pretty lips, how the ends of them curved up, how her eyes seemed warmer than they had five minutes ago. Nobody else could see it, but Max could. It's a smile reserved for her and before she knows it, before she has the sense to stop it, she feels a rush through her body like the drop of a roller-coaster, and she is grinning back.

Nobody else could see Victoria's smile. But Max could. And she found a brand new beauty in Victoria, far better than any she had seen before.


	5. Five

**A/N:** So, here is another chapter in the same week because I lagged behind for a while. There may not be so much chasefield, but it's important plot progression mostly :)

ALSO, IMPORTANT NOTICE: on my last chapter, when it was first written I wrote that I had not proof read it. Now, I have. I have also made several improvements and changes. So, if you haven't read the upgraded version, I strongly suggest you **do so now**. It has a different ending.

* * *

"Max, _please_ don't leave yet. Can I tell you something?"

Max, after having another tea session with Kate, has her bag on her shoulder and is all ready to leave. After last week's tea session, Max wasn't sure Kate would want another. She didn't seem to up to company today but Max made sure she had it anyway, and although she isn't sure whether that was a good thing or not, it certainly seemed to distract Kate. Definitely made herself feel better. But, now, Kate grabs onto her hand with this strong desperation – a strength Max hadn't seen in Kate for a while – and it feels as if there's a thread connecting them, soul to soul. A connection that suggests Kate feels she can talk to Max like she can talk to no one else.

It makes her heart clench in relief.

For ages, she had been worried that Kate was growing annoyed of her persistence, of her perseverance of their friendship, worried that one day Kate was just going to stand, yell at Max, throw the cup of tea right back into Max's selfish little hands and tell her to get out. Max knows Kate isn't like that, but the mind can be fearful and paranoid, and Max only grew more anxious about Kate with each passing day.

Which is why she is so grateful that Kate clings to her now, even if it is wrong to appreciate such desperation.

"Of course, Kate. You can tell me anything." Max replies. She crouches in front of her friend, lets her other hand slide over the one that Kate uses to hold Max's own. "I'll help you however I can."

"I know you will Max. You're a good friend; the only one who hasn't snapped at me or – or watched the video –"

"I would _never,_ Kate, I would never –"

Kate squeezes her hand. Max doesn't know if it's out of thankfulness, or support for herself or for Max. But she thinks it somehow manages to achieve both. "Max, I – I'm worried. I've been thinking about – about _that_ night and I – Max, I – I can't remember anything –"

Max freezes. "You can't?"

"No, Max, I can only remember little snippets –"

"Jesus." Max pauses. Kate doesn't seem like a heavy drinker. It is odd that she would let herself get so intoxicated to do some of the things she apparently did on the video. "How much did you have to drink, Kate?"

"I swear to God I had one sip of red wine. And then I drank water."

"Not enough to get wasted, is it?" Max knows it doesn't need to be said. She's just thinking aloud; letting her thoughts mingle and grow, try to piece together what Kate tells her.

"I don't get wasted. Ever." There is a fiery look in her eyes – is it determination or instability? "I take a sip at church and I don't end up on viral video, okay?!" Kate returns, angry. Max doesn't think she's angry at her, but rather herself, the video, the world. Angry at so much. She has so much to be angry at.

Kate is not an angry person, but now she is filled with it. She is shriveled to some unrecognisable creature, like a bath slowly heated until the subject is boiled alive. She trembles with it like a drug.

 _Bubbling, burning, brimmed -_

And although there are so many places to direct that anger, she can only direct it at herself. Because Kate is a nice person: she is not strong enough to hold her head high, to yell at those who yell at her.

Is it right to call kindness a weakness? Max doesn't think so. Rather: Kate is too strong to take it out on the world. So she attacks herself instead.

But people get worn down easily. Kate has been scraping at her skin for so long she is raw and infectious. It's a wonder how she has any strength left at all. She knows if she were Kate, she would have none left.

But Max does not tell Kate this. Instead, she shakes her head. It's in apology, mostly, but also disbelief – not disbelief of Kate's story, but more so that she's really considering what she is considering. It's insane. Here, at Blackwell Academy? A home for the prestige, the perfect? Wowser. It doesn't seem real.

"Kate… Did somebody drug you?"

It is as if time stops in that moment. It feels ironic, saying such a thing while Max has time abilities, but it is truly what it feels like. Kate stares at her blankly. Her eyes, once alive and shining like the gold of a wheat field at sunrise, now look cold. Dead. Like fish eyes.

Kate has such beautiful eyes, how can they be compared to the empty, condemning gaze of a dead fish? But they look so empty, so void of everything but darkness.

Her lips, chapped, part just a little, just for a moment. Max swears that in the silence she can hear Kate's breath hitch.

And then they are moving and sound is released, almost out of sync with the coordination of her lips. "I remember… I remember getting sick and dizzy."

"Did anyone look after you?"

"No, I – " Kate thinks on it for a moment. "No. No one offered to. I think the only person I told was Nathan, and he told me I was paranoid because it was my first Vortex Club party."

Max lets a hand reach up and stroke roughly at her forehead. Her breath is heavy; her words hard to say. "Are you sure? Nathan's not a nice guy, but the Prescotts own Blackwell –"

"You don't think it was Nathan, do you?"

"I don't know, Kate." Max replies. "But I can try to find out."

Kate nods at her, Max stands up. "Thank you, Max. I don't know what I would do without you."

"We're going to solve this, Kate. If you really were drugged then whoever did it is going to pay."

Max hooks her bag back onto her shoulder, smiles at the slouching, sad girl in front of her. "I'll see you later, okay?"

"Alright." Kate replies. But just as Max has made her way across the room, her hand on the doorknob to leave, Kate speaks again. "Max – one last thing. And please be honest."

Max turns back around. Kate is looking at her again, face sagged with worry. She looks so vulnerable, even though her eyes and nose are no longer so red from her earlier crying. "Do you think I should go to the police?"

"Kate, I think – if you do that, they won't believe you. You're on video grabbing at all those guys and they'll use that against you. Bad."

"But I _know_ I was drugged –"

"That's what you have to prove. Not them." Max's shoulders feel heavy. Her chest feels weak with emotion - guilt, maybe, hate for however did this, regret for having to keep Kate's heart so dark just so any small amount of proof can be found. "I'm just telling you how the cops and school will look at this. The video doesn't exactly back you up –"

"You make me feel so hopeless –"

"No, no, Kate! I just don't want you to get hurt any more. If you go to the police without evidence, you'll worsen your chances at them believing you -

"I don't think it's possible to hurt anymore, Max." Kate says.

Max's heart constricts because Kate says it with so much conviction, the fiery look in her eyes still just as strong. It is not determination, as Max had previously thought. It is instability. It is hopelessness. It is unrestrained pain.

Regardless, Max continues as if she doesn't see it, because she feels that what she is doing is right. And if it's not, then she can just rewind, can't she? "I think we should wait." Max says. Her hand is still on the doorknob. The metal is cold. "We need some sort of proof before we can even think of getting someone convicted. We don't even really know who we're looking for."

"So I continue to walk down these halls with people calling me a viral slut." Kate, for the first time, looks away from Max. "Thanks, Max."

Kate's head falls into her palm, her eyes stare down blankly at her lap.

Max stays stood at the door, for a moment. She is lost. What should she do, now the opportunity arises? To rewind and tell Kate to go to the police may make her feel better now, but they have no proof. Kate may end up far worse than she started, perhaps with the Prescotts gunning for her.

No. What she has done is for the best. What she has done will help Kate.

And her rewind powers will help her, too.

* * *

Later, Max is boldly approaching Victoria at her locker, a scowl on her face. She almost stops when she sees Nathan next to the tall girl, but then continues with just a little stumble. Unluckily, Victoria doesn't see her coming, but Nathan does.

"Well, look, Victoria, it's your secret admirer." He sneers at Max, arms crossed against his chest. Next to him, Victoria shuts her locker.

"What the fuck are you on about, Nathan –"

Her mouth goes dry when she sees Max. Max can see it, that and the worry swirling in her eyes, the indecision. Is it indecision of how she should treat Max, or of what insult to use? How will Victoria act towards Max today? Let's spin the wheel, shall we?

It does not take Victoria long to make her choice –

"Oh, look, the selfie hoe of Blackwell."

Max rolls her eyes. She ignores the stab of hurt in her chest, ignores the way Victoria's eyes stare at her without ever really saying anything. She ignores that for such an enigma, Victoria is transparent. Instead, she takes a step forward. "What you did earlier wasn't cool." Max says firmly. Victoria's eyes bore into her own.

"What?" Victoria replies. Her own voice is hard to the ears, but smooth like a pebble.

"You know what, Victoria –"

"Hey, listen, bitch-dyke." Nathan steps between Victoria and Max. "I don't give two shits about whatever the fuck you're talking about, but you best leave before –"

"Nathan." Victoria puts a slender hand on his arm. Max didn't notice it before, but she notices now how rigid his posture is, how taut and stiff his movements are, almost like a robot desperate for oil. Victoria's single hand on his arm relaxes him. His shoulders sag just a little bit, his cold blue eyes seem to clear of some of the toxic fog they had just moments ago - "It's okay. I can handle myself, alright? Just keep it calm."

"Yeah, fine." Nathan grunts in reply. He takes a step back from Max, away from the two of them. "I'm going to go grab a soda. You want one, Vic?"

"Unnecessary carbs? Urgh, no."

Max feels her lips twitch in humour. What an _act_ \- she steals Max's cookies every damn week. She even remembers watching Victoria a couple years ago eat two whole plates of blueberry waffles to herself in the Two Whales. Max was sat with Chloe at the time, across the diner, eating the very same meal. She remembers that Victoria had gotten angry because she had been stood up (she heard the phone conversation with who she assumes was Taylor to this day, but Max doesn't really know), but by that time the two meals had already arrived. Rather than send one back, Victoria just ate them both herself. Chloe and Max had made a bet to see if she would actually finish them both; Max had bet she would.

She won ten bucks.

Victoria watches Nathan leave. Max watches Victoria watch Nathan leave.

Victoria turns back towards Max, her look seemingly angry. She places a hand on her hip. "Now, what the hell do you want, hippy?"

"Really, Victoria?" Max replies, unamused. "You told Juliet that Zach cheated on her with Dana? Why?"

Victoria's scowl stays, but Max's watches as a light pink blush fills her face; it would be cute if not for the fact that Victoria had caused Max to rewind about a dozen times trying to say the right thing to Juliet. "I don't know what you're talking about."

" _Weak_ , Victoria, real weak –"

"Is that why you rewound so damn much earlier? I was stuck in AP English for an extra 20 minutes because of you –"

"Well Juliet kept getting angry at me when I said the wrong thing –"

"Because we both know you have such a way with words –"

"That's not fair; you're the one in the wrong here, not me."

Max crosses her arms in defiance.

It had happened after Max had left Kate's room: she had walked down the corridor and been sucked into a problem between Juliet and Dana. Dana had been slamming at her door from the _inside_ , and Juliet stood out in the hall, yelling to Dana that she wouldn't let her out until she 'confessed'. After several attempts with her rewind power of trying to get Juliet to open up to her (her first attempt, Max couldn't remember Juliet's second name, her second attempt, she indirectly called Juliet gullible. This went on for at least a dozen times. Max does not have a way with words). Until finally the heart of the problem was revealed: Dana allegedly sexted Juliet's boyfriend, Zach. It turned out to be totally false anyway. After a quick snoop in Victoria's room, it was revealed that Victoria had lied to Juliet.

"Okay," Victoria starts, "maybe I shouldn't have done it, but that's what you get when you try to throw me off of the top. The article was total _slander,_ she couldn't expect it to go so unpunished."

It hits Max like slap to the face. The article. She's mad at the Blackwell article Juliet wrote about the Vortex Club. That's – a little ridiculous.

"Really, Victoria? You tried to break her and her boyfriend up, as well as ruin her friendship with Dana, all because of some article?"

Victoria holds her head high. "You wouldn't understand, being some sad little hipster who sits alone in the corner and takes pictures of everyone. You're never the one in the shot, Max. Try deal with the lime light for a moment, tell me how you like it."

Max grips at her forearm with her other hand, lets her eyes linger to the floor. "I much prefer to be behind the camera." she says, smiling only slightly and shoving down the shy feeling.

Victoria's hand falls from her hip, her head hangs lower than before. "Are you feeling okay today?" She says, unable to meet Max's eyes (or just unwilling?). Maybe she doesn't want Max to see that she actually cares. After the other day when Victoria had so softly helped her through a difficult panic, Max thinks it was a futile attempt.

Max blinks at her. "I'm fine." she says, stunned and uncertain. Watches how Victoria nods slightly. She takes a step closer again. When she speaks again, she doesn't mean for her voice to be so loud. "The other day, Victoria, you were so sweet. You helped me. Why are you –"

"Not so damn loud!" Victoria hisses. She grabs at Max's forearm and whips her head around, examining the area around her. No one seemed to hear. "You don't have to go parading it around, Maxine."

Max, annoyed, purses her lips and nods. She understands but that doesn't mean she likes it. What's important to Victoria most of all is her image, Max gets that. It's why she bullies people. Max knows this from watching her. Not in a creepy way, God no, but just – they'd been familiar over the years. You learn things about a person, knowing them for so long.

"Now, Max, do you have anything else to say to me, or are you just standing around because you have nothing better to do?"

Max looks at Victoria. The girl looks innocent enough (or as innocent as Victoria Chase can look, anyway) and although she puts on an annoyed expression, Max isn't all that sure she _is_ annoyed. Max thinks of her conversation with Kate earlier, and almost without her permission, Max's eyes wander to Nathan who, with a Pepsi in hand, leans against the wall next to the vending machine and watches the two of them carefully. His eyes are almost burning her, Max thinks, but that is ridiculous.

"Actually," Max whispers. Her voice is low and careful, her eyes glued to Nathan, and she takes a step closer to Victoria as to not be overheard. "I wanted to talk to you about Nathan."

"Nathan?" Victoria scoffs and crosses her arms. "Why?"

"I know he gets drugs from Frank. I just wanted to know what kinds."

Max knows about Frank because Chloe is a constant client of his. Buys weed from him all the time. Frank isn't a bad guy. He can be a bit creepy but his dog, Pompidou, is adorable, and Frank certainly has his moments. Anyone who wants drugs in Arcadia Bay goes straight to Frank. What's more, Frank is smart enough not to take any of the heavy stuff but Max knows he does weed.

"You want drugs?" Victoria studies Max. Her eyes have the twinge of something darker in her eyes, but Max cannot discern what. "Are you sure that's a good idea?"

"I don't want drugs, Victoria."

"Then why the hell are you asking me about Nate?" she says. Max thinks she is defensive, probably of Nathan. "He has a lot of issues, okay, and they're not his fault. His dad treats him like shit."

"Victoria, he's causing problems for more than just himself. I think. Look, I don't really have a lot of evidence yet –"

"Then don't go making accusations of him! You're not a fucking detective, Maxine, you're just some girl with a party trick. Don't assume things about Nathan, you don't know him."

Max sighs. Her hands fall uselessly at her sides. "You're right." She replies. "I'm sorry; I don't really have the right."

"No," Victoria says. Her voice seems guarded, maybe a little surprised at Max's confession since she's usually so nosey, without regret. "You really don't."

"I didn't mean to offend you."

"You didn't."

"Okay."

They look at each other. Nathan is still looking at Max. Max is being careful not to meet his eyes. "And, look, Max. I know I can be a bitch. Nathan, yeah, he buys from Frank. Weed, mostly, but I know he does some heavier stuff sometimes."

"What sort of heavier stuff?"

"I don't really know, Max." Victoria replies with a sigh. "Why do you care?"

Max alters her bag on her shoulder, takes a step away. "I promised a friend." She says, before she walks away, just as cryptic and dramatic as Max loves to be.


	6. Six

**A/N:** So, chapter 6, finally! This is a long chapter. The longest one yet, I think, so enjoy! I enjoyed writing this because It's got Warren and Max and the drive-in... and how can that _not_ be fun to write? So, here's the next chapter, sorry for the delay, and if you see that little review button at the bottom of the page I'd be totally grateful if you clicked it! :)

* * *

"Yeah, Max! Go Ape!"

Max smiles at Warren from the passenger's seat in his 'new' car. The two of them are making their way to the drive-in; Max had promised to go with him just this morning and she couldn't deny him now, even if a whole bunch of nonsense (ergo time travel and a certain blonde) had jumped into her life. He would be devastated. Gutted. Like a fish.

"Totally, Warren. Your car's cool."

"Yeah it's cool, huh, Max!" Warren's smile is so large and happy, like a bouncy dog. He is certainly just as excitable. "It's going to be so awesome to spend some time away from Blackwell, just the two of us!"

That was the part Max wasn't so thrilled about. She loved Warren. Really, she did. Like a friend, like a brother, she loved him. And she loved spending time with him, even alone. But lately, spending time with him alone has gone from friendly to being something else entirely. Max has noticed how he sits just that little bit closer to her, how he stares at her with his brown eyes just a little bit more intently than he did before. She sees it, and it breaks her heart. It breaks her heart because she knows she's going to break Warren's. Probably already is.

Going 'Ape' with Warren probably wasn't the best idea. But she did it anyway. Because, dog, she's a fan of old movies and Warren seemed super eager. She didn't want to disappoint him and neither did she really see the point in doing so – she was free the entire weekend, unless Mr Jefferson's essay counted as socialising. And despite the fact that she didn't like Warren in a romantic way even _remotely_ , Warren could sometimes pull a puppy dog face that would make Victoria herself want to please him.

So, here she was: In a car alone with Warren, the two of them just pulling into the drive-in. Warren stops at the ticket station and smiles at the blonde girl attending it, who greets them with a chirpy hello and a grin. She looks younger than thirty but older than twenty three and her eyes are curiously gleaming with happiness. It's probably a look she keeps up for the customers, Max thinks grimly, because Dog knows that if she had to sit in a small cramped booth for an hour taking tickets she would not be the happiest person in the world. Which this girl seems to be.

"Can I see your tickets?" she chippers, holding out her hand to take them from Warren.

Warren, with a smile, rolls his window down completely now and sticks his hand out with the tickets. She takes them with a small "thank you" and layers them over each other, using a hole puncher to clip a little hole in the corner of both of them before handing them back. "Enjoy your date!"

Max flares with embarrassment and guilt; she laughs a little shakily and opens her mouth with her dismissals and a wave of her hand, but Warren, blushing madly, beats her to it.

"Thanks! We will!" And then he beams at the girl, then at Max, and the two make their way into the drive-in. Max feels regret twinging at her heartstrings, like the small precise pain of a needle prick, something that injects her with a toxin that slowly begins to turn her heart black with worry and guilt.

As Warren pulls his car into park, Victoria's face pops into Max's mind. She feels all the worse for it. It's odd because Max knows her attraction is one-sided, but she still feels guilty that she could even think about Victoria in any way whatsoever when Warren is obviously trying to 'court' her. Because Victoria has been someone on her mind for years, someone her eyes track without her realising, someone her thoughts drift to without her ever knowing. Wherever she goes, whatever she does, Victoria is somehow there.

Victoria just won't leave her alone.

But neither will Warren, apparently.

He just smiles at her with his dopey smile and big brown eyes and looks as if he has all the hope in the world, like a child seeing the castle at Disneyland for the first time. It's only as endearing as it is heart breaking. Only as heart breaking as it is annoying.

It's cruel to think of affection as annoying but Max just does not know what she can do to deter him. Nothing seems to work. She'd even told him about her kiss with Chloe and made it out to be more than it was (just a test, is what it was, to see if they could be more than friends. They couldn't) but even that didn't stop Warren from smiling at her and practically shoving Brooke's face into the dirt.

What's worse is that as clueless as Warren is, Max doesn't think he's entirely clueless about Brooke's feelings for him. It makes Max's heart hurt _for_ Brooke, even if Brooke hadn't been entirely pleasant to her recently because of his affections towards Max.

But, regardless, Max had accepted this invite this morning, so maybe she deserves some of Brooke's venom for not telling him up straight that she did not 'like' him like he 'liked' her. She felt like a child in the playground, afraid of catching boy cooties. But here Max is, ready to spend the night with Warren but thinking of Victoria and feeling for Brooke.

"So, you want a drink, Max?" Warren looks at her with a smile, pulls a plastic bag from the back seat of his car. "I brought Dr Pepper."

"Sure, Warren." Max replies. She smiles at him when he looks at her and holds out the bottle. She goes to take it, their fingers brush ever so slightly, and although the touch doesn't bother Max she is more aware of it than she should be. She is more aware of it because there's something alien in it that shouldn't be there, something that has the air tensing as if waiting for the pin to drop.

It's romance.

And it's only romance because Warren thinks it's romance, because Warren is the one breathing it as if it were his oxygen. Like Max was some big tree that lets him breathe… Wowser.

And she watches from the corner of her blue, nosey eyes, as Warren slips just that little bit closer to her when she is distracted with opening the bottle. He's about as subtle as a bulldozer. But that's in everything he does, not just when trying to be some sly stud hoping to make out in his car at a drive-in. He's no Danny Zuko.

Max is certainly no Sandy Olsson.

But Warren certainly has his moments. Chloe has often called Max the 'Blackwell Ninja' because of her ability to slip through the sea of students unnoticed, and in how she observes rather than takes part. But Warren can creep up on Max when she least expects it – he'll be talking in her ear before she's even aware he's taken a seat at her table.

She takes a sip of her Dr Pepper. It's tasty and quenching, but does little to quell her nerves. "So, Warren," she says as the large screen in the distance fades to black. The movie is about to start. "Why didn't you ask Brooke to 'Go Ape' with you?"

"Because I wanted you to come, Max. Brooke and I are good friends and she's totally cool to talk about when I need a science buddy –" Max winces. It's painful. It's painful and cringe-inducing. "And we share a lot of the same interests. But you're just as awesome, Max, and you get me better than she does."

"Really?" Max replies, looking at Warren with very mild surprise. She gently tucks some hair behind her ear. "I know you and Brooke have known each other for longer than you and I have, and she actually understands when you talk about chemicals and petri dishes –"

Warren laughs, lets his hand reach out and rest just next to Max's knee, whereupon her own hand rests. "Max, see? You make me laugh. You know what a petri dish is, that's good enough for me."

Max grins at him but can't help shuffling uncomfortably. If Victoria was here she'd probably call Warren a nerd or loser, make up some sly comment about a petri dish – But Max isn't witty in the same way as Victoria, so she can't think of something that would really match the standards of Victoria's mean starkness.

As the screen goes dark and the movie begins, Max feels when Warren's hand slips further up her leg and, in one bold, clammy move, takes Max's hand in his own.

She lets it happen. Only because, frankly, she doesn't know what to do. How to handle this. How to softly reject the advances of her close friend without completely upsetting him or angering him, or ruining their friendship. Warren's a reasonable person and ruining their friendship is unlikely, but Max doesn't want to take the risk.

So she lets it happen.

Later, she will wish she never let it happen.

* * *

It's about halfway through that the panic sets in. Not the gay panic, Max is all cool with the gays, but the Warren panic. An entirely different worry altogether.

Because, apparently, letting Warren hold her hand without stopping him has given him a boost of confidence, has spurred him on, has given him that one little push he needed. His arm is around her, now, and although he is entirely focused on the movie she can feel how nervous he is, how rigid his arm is around her back, how his hand settles uncomfortably on her shoulder but he keeps it there just so he can touch her.

She feels incredibly bad for him, and that feeling is just a constant reminder that the reason he thinks he has a shot is because Max made it seem like he did.

She is a terrible person.

Discreetly, Max pulls out her phone, subtly checks the time. Half ten.

She looks at Warren. It's hard to see him in the dark, but she still sees that innocence about his face. He really is a good guy. All the clueless ones are, but that's also what makes them bad guys. Because they aren't aware when they hurt someone. Max, however, is fully aware that she could hurt someone now. Could hurt Warren. She doesn't want to hurt Warren. He has the slight gleam of blue and white on his face from the reflection of the movie onto his slightly dry skin, with his scruffy lovable hair and innocently charming smile -

It's all too much for her. So, she lets Warren's arm fall behind her from her shoulders. He looks at her.

His eyes. They're dopey, but she doesn't mean that in a cruel way. It's a way that makes him charming in how sincere he is. His eyes are deep and brown and pretty, and they give him that extra layer of innocence and feeling that perhaps makes it all too hard to say no to him.

But when she looks into his brown eyes, all she can see is Victoria's brown eyes. Because Victoria's aren't dopey, but they're doughy. They're soft. They're sharp with wit and pain and beauty. His eyes may be deep, but hers are bottomless: like the ever-expanding indigo void of the universe. His may be brown, but hers are a warm cocoa spotted with the golden flecks of her cold elegance. His eyes may be pretty, but hers hold magnificence matched only with the beauty of the rising sun.

So she can say no to him. Because every time she looks at him, she thinks of her. And Dog forbid if that makes her a bad person, but she cannot help it. Every inch of Max calls for those eyes, for they are as easy to fall into as the tale of a good book.

So, she smiles at him, a little sadder than she had before, when he takes his arm from behind her and puts it limp onto his lap. "I'm going to get some popcorn." She says, "Do you want anything?"

"No thanks, Max." Warren replies. "Salted?"

"Duh, I'm no amateur."

They smile at each other.

"Be back soon, Warren."

"Sure."

But then she practically darts from the vehicle. She takes some very long strides away from his blue love machine and towards the harsh yellow light of the vendors. She stops before she goes to buy some popcorn, however, and instead walks behind the stalls. There are wires, so she is careful not to trip over.

And then she makes a call.

It takes three rings for her to answer.

"What's up, Maximus?"

Her voice is a relief. She needs some grounding and Chloe is just the person to do it; this drive-in is beginning to feel like one long elaborate dream that ends in Warren's crushed heart and Max in Victoria's bed.

Wouldn't be all that different to other dreams that she has had.

"Chloe! Oh thank you, thank you, _thank you_ for answering!"

Max jumps around on her feet just a little bit, happy that she could talk to her best friend. She needs a friend right now and her relief is undisguisable.

"Of course, Max, what else was I gunna do?" she hears shuffling down the end of the line, and then Chloe's voice comes back clearer. "So, what's up?"

"I'm at the drive-in with Warren."

"Ouch, Max. I told you not to go. Must be a hellhole if you've escaped just to talk to me."

"Chloe, you have no idea." Her head automatically tilts towards the floor. The grass is wet and shimmering beneath her feet, and it squelches ever so slightly when she begins to pace back and forth, anxious. She lowers her voice. "Warren's making the moves on me."

Silence down the phone.

She gives Chloe a chance to speak – one second, two, three…

"Chloe?"

And her voice breaks the seal – Chloe's laughter howls down the phone like the burst of a balloon, and Max frowns at the sound.

"it's not funny, Chloe!" she says but even as she says it even she can feel the prickle of laughter at her cheeks, the build-up in her throat that she shoves down to stop herself from laughing and attracting attention.

"Fuck yeah it is!" Chloe laughs, "Jesus, what is he doing?"

A cheeky smile encompasses Max's face and her words come out like a giggle. "He put his arm around me."

"Oh, you better have used protection, Maxipad! I raised you better than that!"

More laughter down the phone. Max tuts at her, her mouth opening and closing like a fish as she attempts to get a word in edgewise.

Before she can, however, Chloe speaks again. "Oh, man, Victoria is going to be _pissed."_

"What?" Max doesn't mean for her voice to come across as quite so eager and immediate, but it does, and she can practically see the Cheshire cat grin that Chloe is making. "Why would she be pissed?"

"You don't know?" Chloe sounds genuinely puzzled. It makes Max's heart pound in her chest, her fingers buzz with life. "But she –" A pause. "Ohhhhh."

Max snaps at her. "What?!" she says, and then a little lower. "What should I know?"

"It's nothing, Max."

Max stamps her foot the second the words reach her across the phone, her body jogs up and down with impatience.

 _"Chloe!"_

"Cool it Max, don't get your panties in a twist for Warren. It'll make it harder for him to _not_ take them off. Jesus, you're on the most virginal date in the entire fucking universe, I swear –"

"Chloe."

"Right, sorry. Look, Victoria came to me this afternoon with her usual stick-up-the-ass attitude and told me to make sure you didn't go with Warren to the drive-in. Obviously you still went despite me trying _ever so hard_ to convince you otherwise –"

"Chloe, you told me _once_ not to go and then got high –"

"The point still stands, dear Maximus, that I tried."

"Okay." She waits in the silence, lets her thoughts collect like dust bunnies. Victoria told Chloe to make sure Max didn't go to the drive-in? Why didn't she just talk to Max directly? What possible reason could she have to make sure Max stayed away? "What did she say to you, exactly?"

"I believe she said something like 'Listen here, Bulldog, if you don't make sure that Max stays away from that freak show Warren then I'm going to have to masturbate over somebody else –"

"She did _not_ say that, Chloe!"

Chloe huffs. "She might as well have. Besides, I'm a little hazy on the details. Look, she said that Mr Jefferson set you two a project and that you were going to spend the weekend working on it together and that that is why she wanted to keep you away from Warren –"

"We don't have a project."

"Well, duh. I sort of figured that out just now. Seemed like there was something else going on anyway. She was a little panicked, her voice didn't have the same bitchy quality to it that I've come to enjoy."

"Something…else going on?" Max reiterates. "Right. Okay. Thanks Chloe, I'll talk to you later."

"You alright, Super Max?"

"Totally." Her face blushes a deep red. "I'll see you later."

"See ya, Max. Try to resist Warren's irresistible nerd charms."

Max hangs up.

She paces for a little while longer, turning her phone round and round in her hand as she is bombarded with the possibilities.

Did something happen with Kate?

Did something happen with Nathan?

Did Victoria need her help?

…Was Victoria _jealous?_

The last one makes her blush so violently that it stops her thought process completely, and instead she slips her phone back into her pocket and makes her way back to the front of the vendors to buy some popcorn.

She takes the bag from the cashier and chucks some notes onto the table – she's sure she gave more than necessary, but she doesn't really care. When she gets back to Warren she half throws herself into the car with carelessness and clumsiness, but not eagerness.

She gets herself comfortable and returns Warren a smile since he had given one to her, and then she lets herself just sit there. Staring forward. She'd opened the bag of popcorn but now it just sits between her legs, untouched.

Warren seems to take this as an invitation. He pulls some out of the bag and chomps on it noisily. His nose scrunches in distaste.

"Sweet? Come on, Max, you said salted!" But he doesn't seem discouraged. He loops his arm back around her shoulder and lets himself lean into her like he hadn't before. Max feels like leaving has made everything ten times worse – it's allowed him to collect his confidence. "I'll forgive you for the popcorn, even though salted is vastly superior to sweet."

Max blinks, stares at the open bag of popcorn before her. "Oh right." She says, distant. "Sorry."

When did she buy sweet? She could have sworn she bought salted.

Warren looks at her. "You okay, Max? You're running a bit slow."

She looks at him. "Hm?" she says. She's staring at him, but not _at_ him. He's one big brown blur to her, as indistinguishable as the sea is to the sky on a black, stormy night. "No, I'm here."

Why did Victoria not come straight to her? They have this mutual… _thing_... between them, an understanding, so why does Victoria not feel comfortable going to Max? Tori has been so nice to her, even if that is only the case when they're alone. She seemed concerned about Max when she had a panic attack, and even seemed displeasured with her when she thought Max wanted drugs.

So why are they taking a step backwards?

"You don't seem here, Max."

"Warren, really, I'm fine. Just cold, is all."

And he smiles so gently at that. He gives her a small, sheepish little grin that makes Max smile back because it's so sweet and sincere and kind, and he has just the smallest little dimple on his right cheek as he smiles at her that makes him look like the nicest guy alive.

"Let me help you," he says.

Her heart drops in her chest when Warren pulls her closer to him and envelopes her. She now sits half on his lap with her head resting on his chest, and both of his arms are wrapped around her and linked together at the front, where they rub at one of Max's hand in an attempt to warm her.

She's already warm. The truth is, she's boiling with the thought of the ice queen. The truth is, her hands are clammier than Warren's are, and having him surround her so completely has her chest pounding little needles of worry through her that scrape at the layers of flesh and muscle within her and leave her a small, worn mess.

It gets worse when Warren lowers his lips to her ear and whispers with his hot breath: "any better?"

And Max can only squeak in response. Her body feels rigid and taut, but Warren seems to take this as a good sign. He takes her chin gently with one of his thumbs and index fingers and leads her to look at him. Their faces are mere centimetres apart. Max know she should pull away, should end this madness, this controversy, this cruelty, but then Warren parts his lips and releases a sentence so quietly Max has to try ever so hard to hear him –

"Can I kiss you?"

And the way he is looking at her should excite her, she thinks, because he looks like he will die without this.

Instead, it makes her heart hurt.

She pulls away from him, away from his eyes, his hands, his expectations, and whispers: "I should go."

But she knows the damage has been done, so she does not move.

"Go? But, Max, I don't understand – you said yes, you like me –"

Warren sounds so desperate and fearful, his voice is slow and a little choked when he grabs at her hand so gently it's more like he's made of glass, not her. Like he can hold her no tighter because Max has beaten the air from his lungs –

"I'm _sorry._ " She says, and then her hand is in the air.

If she was tired and worn before then now she must be exhausted, drained of even her last drop of blood. She feels as if she cannot move even the tip of her finger, her muscles are pounding and aching and _begging_ for this torture to end – but she does not drop her hand despite how she feels it cramp, twist and crack unnaturally in the air, how it wreaks havoc against her own body. She is letting her day unwind, letting herself experience this day of bad decisions all over again. Time rewinds always take a lot from her, but she has never attempted one of this scale before. She has never attempted to erase an entire day like it was nothing.

Victoria must be going through so much worse. She must be going through the disorientation of a life time as memories are pulled from her like teeth ripped with no anaesthesia. Max can't even imagine. A wallowing of guilt grows in her chest, but she does not regret. Because she knows that if she keeps things the way they are, she may very well lose Warren.

And, given Victoria's secrecy about asking Chloe to make sure Max doesn't go to the drive-in, maybe she could lose Victoria as well.

So going back was the best option.

Even if when she puts time back in play, at nine in the morning, she is exhausted, beaten, broken, with a head pain so blinding it threatens to make her pass out, she holds her head strong and plucks a smile on her face. Warren knocks on the door only two minutes later, and in that time Max has only sat on the bed panting and praying to whoever will hear her to make the pain go away.

She remains in pain when she answers the door, and cannot help but feel that she deserves this. This is her comeuppance for leading Warren on. There's almost something entrancing about the pounding throughout her body – something primal and raw, something powerful. The pain is unwelcome and almost numbing, but the constant steady thumping of her body erupts a low buzz within her body like the slight humming of ecstasy in her bloodstream.

"Warren!" she says as she opens the door, trying to sound surprised but ultimately too tired to.

"Max, hey!" he says. He holds up two little red tickets. Two little red tickets with no holes in the corner, completely untouched and unused. "I have tickets to the drive-in! Do you wanna Go Ape with me tonight?"

He's a puppy dog. A cute, uncompromised, happy little puppy dog. Max knows she must reject him.

"Oh, er, sorry Warren. I actually have to write an essay tonight." She had been meeting his eyes this entire time, but when she sees that Victoria's door is just slightly ajar when it wasn't before, she looks at it and conceals her grin when she sees that Victoria is actually watching her through the small crack. She discreetly looks away from her and meets Warren's brown eyes again. "I'm meeting with Victoria. She's helping me out."

"Oh. Okay. Another time?"

His eyes look hopeful again. His eyes are puppy dog eyes.

"Well, Warren, actually – I don't _like_ you like that. I – I think you should take Brooke."

"What way, Max? I'm just being friendly!" But Max gives him a look that states 'you know exactly what way' and it makes Warren's shoulders slump. "Right. Okay." He says, understanding and dropping the innocent act before turning to walk away.

"Warren – " Max exclaims, grabbing his shoulder and ignoring the sharp pain that twinges in up her arm. She debates talking to him, debates telling him how much Brooke likes him and how she's too hung up on the impossible to ever _truly_ love him - but instead she sighs and says: "I'll see you tomorrow."

And Warren smiles at her. "Sure, Max. See ya later!" But as soon as the words leave him a look of panic encompasses his face and his lips turn downwards. He zips back around and grabs her by the shoulders, leaning in close. "Max, you're bleeding!"

"W-what?" Max replies. But she feels it. A small ticklish trickle that runs down and hits her pink lips. Her hand reaches up, swipes across her upper lip. Blood collects on her fingers. There's quite a lot. "Oh."

"Do you want some help?"

"No, really, I'm okay."

" _Max_ – are you sure?"

Max smiles at him. It's disorientating, but she does it. Her eyes feel like they're going to split open. "Really, I'm fine. I get them occasionally."

But this is the first time her nose has bled since she was seven.

"Alright. You tell me if you need help, I'll come instantly."

"Thanks, Warren."

He shoots Max another concerned glance, but ultimately turns and leaves. Max does the same, turning and going to shut her door.

It hits a force before it can fully close.

"Are you okay?"

The next voice is softer, wispy. Max knows who it is before she turns around, but it doesn't stop her heart for speeding in her chest when she meets the brown eyes she had spent the last day thinking about.

"I'm okay." Max replies, but it takes so much effort to say without feeling the overwhelming need to throw up, or pass out.

"No you're not." Victoria steps in close. She uses one hand to tilt Max's head back and examines the bloody mess before her. It's probably the worst time in the world to feel nervous because Max simply doesn't have the energy to be, but Victoria's light touch sends her head pounding in an entirely different way to the pain. "You look exhausted."

She gently takes Max by the elbow and leads her to sit down on her sofa. Max wobbles a bit on the way but Victoria's grip on her is strong and steady. She collapses on the sofa with an 'omph', her head falling back against the rest and her eyes desperate to close. "Thanks Tori." She mumbles.

"Don't you dare close your eyes Max Caulfield,"

Max's eyes close. "Uhmm. I won't."

"Max?" Victoria's voice is so soft. "Open your eyes, please?"

There's a hand on her knee.

Her body still feel like it's pounding - her head spins and her heart thumps like the loud swell of vibrations at a concert.

Max opens her eyes. Victoria's pretty brown ones are eye-level with hers. She's crouched in front of Max, a wipe in one hand and the other is on the right knee. The touch is a comfort; it grounds her like roots do for trees.

Trees are pretty.

"My eyes are _totally_ open, Victoria."

Victoria frowns. She gets a little worry line between her eyebrows. It's cute.

"Now they are," Victoria mumbles in reply. In one swift motion she is sat next to Max on the sofa, a packet of face wipes is next to her, her body pressed so completely against Max. "I'm going to clean up your blood okay?"

"Yeah. Thank you." Max head lulls back, but her eyes follow Victoria.

Her touch is gentle against Max's face. The wipe almost tickles, but it is wet and Max isn't sure if that's just the wipe or because her face is so wet from the blood, and the thought sobers her.

Jesus, she's exhausted.

"How did this happen?" Victoria asks. Her eyes are intently looking at Max's face, examining her handiwork as she cleans Max up. Her other hand firmly rests against her jaw, her soft fingers guiding Max's head so Victoria can see easily access the blood. Her touch is so light and tingly, it makes Max's eyes want to roll back in her head and her body melt into a puddle on the floor.

But then Victoria would have even more to mop up. Max stays in a solid state.

"You must know." Max drawls. Her voice is a little more _there_ now, a little more together.

"The rewind?" Victoria offers, and Max simply nods. "It went on for a long time. I wrote an entire essay." She sighs and scrunches the wipe into her hand, lets her eyes meet Max's cool blue ones. "Max, this is clearly dangerous. Please don't work yourself so hard. Please don't overdo it."

"You worry about me?"

Max knows she must be dreaming when Victoria's face flares just the _right_ shade of red. "Worry? I - no, I _don't_ worry. It just wouldn't be good if – if you died. My schedule would get messed up."

"Right." Max replies.

There is silence as Victoria grabs another wipe and, face still red, begins to wipe at Max's face again. Their eyes refuse to meet.

"I had to do it." Max replies.

"Why?"

Max sighs. She closes her eyes and lets herself take a moment to just enjoy the cold feeling of the wipe against her face and the soft pad of Victoria's silky fingers against the jaw. It's relaxing. She takes a small, calming breath in and feels the pounding in her head lessen slightly. "I had to because I went to the drive-in with Warren and he tried to kiss me."

Victoria says nothing, and that worries Max. When she opens her eyes to see if Tori is okay, she notices how Victoria's body is just a little more rigid, her jaw a little more tightly set than it was mere moments ago.

"And you don't want that?" Victoria says. Her voice is a little _less_ soft now, and has that cool note to it that she always carries around the school – the one Max has come to deem as the 'Queen of Blackwell' voice, though she knows is more out of defense than thinking she's above everybody.

"No, I don't want that." Max replies. "And when I tried to call it off I know I'd crushed him and possibly ruined his friendship and _definitely_ broken his heart – I had to rewind to before I accepted it. I had to. If I didn't, I would've lost him. Brooke would've hated me too, and I might have even lost you."

Victoria's eyebrows raise. Max just stares at her, her breath caught in her throat. Victoria turns Max's head more completely to face her, lets the wipe drop from her face. "And why would you lose me?" she says. Her voice is quiet.

"Because you tried to stop me going."

Victoria hums in thought. The two of them are pressed together, Max's body against hers, and even the thought sends a tingle through Max from head to toe. "You deserve better than Warren."

Max just stares at her with a dry mouth, lips parted slightly. "I think you were jealous."

Max thinks that that would have made Victoria move away, would've made her indignant and brought the head bitch out of her, and she's exactly right. But it's different – something is broken about the act, some cog in the machine isn't moving as it should because when Victoria pulls back and laughs it just sounds upset. "And why would I be jealous?"

"I don't know." Max replies.

Why is Victoria so inconclusive? She's like a puzzle but just before you can solve it, the last piece goes missing and you're left with an incomplete picture. Max comes so close to figuring her out and then falls short.

"Maxine, he's a science geek who excels in nothing but bad sci-fi movies and changing water from one colour to another." Victoria leans back against the sofa. Max misses how warm her touch was.

"That doesn't mean he's a bad guy –"

"I didn't say _that,_ Maxine." Victoria stands, the packet of face wipes in her hand. She shuffles uncomfortably on her feet and links her hands together. It's in nerves, Max thinks, she's made Victoria nervous. "Look, you're all cleaned up. Get some rest. I don't want to have to wipe so much blood from your face again," Max is touched that Victoria worries about her. "it's bad for my manicure."

Ouch.

But Max only shrugs and smiles, because whether Victoria realises it or not, Max knows how worried Victoria truly was. And she can see that gleam of insecurity in her eyes, even when Victoria buries it with her cold confidence.

"Thank you, Victoria."

Victoria's eyes soften from their hard state, like ice melting above a fire. "You're welcome, Max." she says, soft and sweet. She gives a small wave and a nod of her head before she disappears out of Max's room and behind the door.

Max practically passes out by the time she's dressed in her pyjamas, and falls into bed.


	7. Seven

**A/N:** An update! Man, I'm sorry it's been over a month since I last updated, but I promise you this story is not forgotten! I have the entire thing planned so I'd be a fool to stop writing it and leave you guys. I feel like I'm out of the writing groove a little bit so I'm not sure if this chapter is really up to scratch in terms of... well, everything. Still, I hope you like it! Reviews are, as always, appreciated, and thank you so much for your support so far, it's really so amazing to see that you guys are enjoying it!

* * *

Max has heard surprisingly little from Kate, even though it's only been a week since the Warren-Drive-in fiasco. It's as if she's suddenly up and disappeared like some ghost; it's hard to find her and even harder to get her alone when Max finally does. That alone Max finds odd because Kate was the one who came to her about the party, not the other way around, and the oddity of it has Max worried. She promised to protect Kate and she swears to God that she will.

But Kate just never seems to be 'there' during lessons – sure, she attends, but she's never present. It's so unlike her. Kate used to sit there happily and doodle in her notebook cute, happy little pictures whilst her legs swayed under the table. She used to smile at Mr Jefferson when he asked her a question, and she would always answer and always get it right. Now, instead of all that, she sits there blankly with her head in her hands and stares at the wall, facing away from everybody and everything. Her notebook is closed in front of her and her eyes are dark and tired. She won't look at Max, and that is what is most worrying.

After lesson, Max coyly approaches her with a smile and sympathetic eyes, which she tries her hardest to hide. She worries that Kate won't be receptive of sympathy, might view it as pity or some other equally patronising emotion. Because Kate hasn't been herself ever since she went to that party. And Max is going to figure out why.

"Hey, Kate." Max says, her hands folding into each other in front of her. It was something she did subconsciously when she was feeling a little bit anxious, but doing it only made her feel worse.

Kate does not look up. "Hi Max."

The way her eyes stare hard at the table makes Max's fingers twitch with anxiety and beneath her, her feet shuffle only slightly against the floor as she pulls what strength she can to keep her eyes on Kate. "How're you feeling? Jefferson sure ran us hard today, huh?"

"I'm fine, Max. Mr Jefferson's not exactly the main thing on my mind right now."

"Of course not but –" Max pauses. Her hands grow clammier by the second, her face heats just that little bit in embarrassment. She doesn't really deserve to feel so nervous, Max thinks, because she's done nothing wrong. She's trying to help Kate the best she can, the only way she knows she can. Why does she feel so guilty for _helping_ someone? It's just not right. "I am trying."

Kate does not reply.

"I mean… I don't have anything yet but I'm sure that if I keep –"

Max is halted by Kate suddenly standing, her chair grinding across the floor in a cacophonous screech that makes the hair on Max's arms rise, her teeth chatter. A large sigh drags from Kate's mouth, heavy with the decision to wait, a decision she had not made herself, but one that she deals with every second of her life. With it, she drags out two simple words: "Goodbye, Max." Kate says, and then her things are bundled in her arms and she has left.

Max face twists uncomfortably into a frown, the corners of her lips turning down almost as if to mock her. _You're failing._ It's saying. _You have all this power and you're still a failure._

Max wishes that she could shut herself up sometimes. No one can be crueler to you than yourself. It was a realisation Max made long ago, one that she carries with her each time Nathan insults her or Victoria scoffs at her. Because the two of them, although they might not look it, have more troubles than many care to notice.

Max sees it all the time in Victoria. It's why she had been hesitant to ask her about Nathan doing drugs and why, as she approaches the blonde girl now, she is very, very reluctant to even open her mouth.

But Victoria is still in the classroom, and they are alone together. Taylor and Courtney appear to have gone on ahead, Victoria still stands about to collect her things.

"Victoria," Max begins, feet nervously dragging against the floor, emitting a squeak from her sneakers. "I wondered if I could talk to you about one of your Vortex parties."

Victoria, with an overly dramatic twirl, turns to face Max and raises one perfect blonde eyebrow at her. She looks almost amused, Max thinks, and it's probably because Max would never usually touch the subject of parties with a ten foot barge pole.

"Oh?" Victoria replies, a smirk slightly adorning her face. "And why would you like to talk about those sinful things? I thought you were too much of a virgin to associate with them."

"I don't want to go to one." Max replies, indignant. "I want to talk about one you went to. The one with Kate."

She need not elaborate more. Max knows this, and so does Victoria if the way her face contorts slightly tells the truth. Victoria suddenly looks so wildly uncomfortable; her hands constantly readjust her skirt whilst she gazes intently at Max in front of her, as if this topic is a taboo.

It is, in ways.

"What about it?"

Max hovers slightly on her feet, unsure of what to make of Victoria. "Well, you were there, weren't you?"

"I was."

"And, well, you – you saw what Kate did, right?"

Max does notice how Victoria hesitates, how her voice falls just that little bit lower, how her eyes grow just that little bit wider. She notices how it begins to take Victoria longer to answer.

She does not know what to make of it.

"I did."

Max nods very gently, almost like she's worried of scaring Victoria off, which she partly is. They've gotten a lot closer recently but now Max feels as if she is a stranger trying to find common ground with a girl she wants to know, but she is failing.

"Did you – did you see who recorded it?"

But Max has studied her for far too long for Victoria to ever truly be a stranger, and the way she sets her back straighter and hums in discontent tells Max all that she needs to know: Victoria is growing defensive, but the reason why is something Max can't ascertain.

Perhaps it is because Victoria feels guilty for not putting a stop to the event; Max knows that is something Victoria would feel guilty about even if only in private. But maybe she feels something deeper – maybe she knows more than she is telling, maybe she is simply uncomfortable discussing it. But Victoria is no prude so, to Max, that does not really add up.

"I did not."

Max adjusts the strap of her bag on her shoulder. Ever since Kate had told Max about what truly happened that night at the Vortex Club party, nothing has felt right. Everything has felt like a mirage hiding the truth, or simply misleading Max altogether. Victoria has felt solid and strong and together, partly because she is the only one who is always truly with Max since she can stay active during rewinds, but also because she has such a 'no bullshit' attitude that Max finds it hard to see her faults. Or, rather, she used to find it hard.

"Really? You were there and a witness to Kate, but you didn't see who actually took the recording?"

"Have you _seen_ the video, Maxine?" Victoria asks though it feels like a demand, her voice is slowly freezing back into her Ice Queen of Blackwell voice. Max can always see the change – sometimes it's a slow process, like now, other times it is so fast it is almost instantaneous. The instant one always feels put on, but when it is slow and steady like the freezing of a lake, you always know that Victoria is generally defensive. This is one of those times.

But why, since her reputation is not at stake and she has no reason to feel threatened by Max, would Victoria feel remotely defensive?

"I'm not going to watch the video, Victoria. It's humiliated Kate. I don't want to be a part of that."

"Then why are you asking so many damn questions? _Jesus,_ Maxine, you're not fucking Doctor Who just because you're some time freak now. You don't have to solve a bunch of shit that doesn't concern you."

Max feels a bit like she's been slapped. It's nothing she's not heard before, especially from Victoria, but given how sweet she has been to Max this just feels like one huge step back – how could Max be so careless to forget such a fundamental part of their relationship? Victoria is the top dog, Max is the rejected little dying puppy in the corner.

"I'm asking because Kate _asked_ me to, Victoria!" Max replies, stern and insulted. "And I wasn't trying to accuse you of anything; you're just the only one in the Vortex Club I actually trust to get answers from!"

And just like that, as if humans are actually such simple things, Victoria's demeanor changes again. Her shoulders slump, the smile she suddenly gives to Max is far sadder than Max had expected. "Well, I can't help you, Max. I'm sorry."

But it is as Victoria walks suddenly away that Max finally feels confident that she's onto something. It's a confidence that makes her heart feel as if it is bleeding, because with this new found surety Max can't help how prickly her skin grows at the sensation of being utterly destroyed, simply because she's finally figured Victoria out.

And Max is positive that Victoria knows more than she is saying.

* * *

Later, Max knocks on Kate's door with the intention of handing her some 'I'm sorry' gingerbread she'd bought from the closest shop, and to tell her what she had discovered. What she'd discovered wasn't much, in actual fact, but perhaps it would be enough to make Kate talk to her again. She already misses the sound of Kate's violin playing in the morning, how it woke her up like a morning lullaby and brought her in happily to a new day. But to be without Kate even _talking_ to her, that was just a step Max could simply not take.

So, she would try again with Kate, and she would get Kate talking to her.

With a shaky breath Max raises her fist and taps it against the door. It's very quiet and for a moment Max worries that Kate won't have heard it, but she doesn't want to knock again because what if Kate has heard it and is just ignoring her or what if she is just taking her time to answer or maybe she isn't in or maybe she's busy and Max is being inconsiderate and if Max waits outside for too long she will look like an idiot –

But all are worries she needn't have, because the door opens only a moment later. "Hi Kate." Max breathes, as if the whole experience of knocking on a damn door has winded her. She shoves the gingerbread forward.

Kate looks at it, and then to Max, and then to the gingerbread again. "What do you want, Max?" Kate says, her steely eyes finding Max's own blue ones.

"I wanted to apologise, Kate."

And then Kate suddenly looks softer, her back loses some of its stiffness and her weight is suddenly all balanced on one leg, making her appear shorter and thankfully less intimidating. Maybe intimidating isn't the right word… Kate isn't scary. She's sad. It does take a genius to work that out.

"For what?" Kate asks. Her voice is softer, smaller, scared. Max misses Kate greatly.

"For the fact that I haven't been looking for evidence despite telling you that I would."

Max knows she's messed up even before Kate speaks. She knows in the way that Kate crosses her arms violently across her chest and stares at Max so unnervingly that Max feels as if she is an ant and Kate holds a magnifying glass, aiming it at Max and letting the sun burn and char her until she is nothing at all. And when Kate finally speaks, Max is already feeling unbelievable guilty but her hard voice is the tipping point.

"You haven't even been _looking_?!"

Shit.

" _Kate_ , no, I –"

Shit, no, Max hasn't been looking. But she didn't mean to tell Kate that, didn't mean to come off as selfish and lazy as she has. She cares for Kate, she wants to look, feels a compelling need to exonerate her friend and free her from this haze of teenage abuse she's been subjected to, but she just hasn't found the time.

But saying that back to herself makes Max believe she's an even worse person than she thought. Makes her feel like she deserves the way her heart pounds like someone's swinging a bat against her chest; makes her feel as if she deserves to see the way Kate hardens yet crumbles before her like the volatile foundation of a sandcastle.

"I trusted you, Max!" Kate says, tears forming in her eyes. "You told me not to go to the police and I haven't, but they could have helped me now more than you ever could have."

"I _want_ to help you, Kate, please –"

Kate takes a step back and shakes her head, her bun looks as if it will fall at any given moment. "Goodbye, Max."

She shuts the door. Max doesn't try to stop her.

Instead, she drops the gingerbread by her side and lets her forehead fall against the door. It's painful but Max can't find the will to truly care. The throbbing reminds her of what a poor person she is – how can she claim to help Kate yet do absolutely nothing to try and do just that?

But this time, oh, this time, she promises herself she will help Kate.

She just has to get the girl to talk to her first.

/

So with a lift of her hand she lets the world unwind, the familiar pounding of her blood running hot through her hand only ceases to annoy her when it usually provides an odd sort of comfort in how powerful it feels, how it seems as though the world is spiraling into her hand and then expanding around it, forming itself again anew.

But when, during the rewind, Kate unconsciously opens the door with the tears she had wept adorning her pretty eyes, Max only feels like a kid playing with an open flame. It's necessary to rewind time, Max knows this, and Max even _likes_ rewinding, but she wishes she didn't have to see her stupid mistakes twice in a row, one so slow she can see every excruciating little detail of it.

Her hand drops when the door closes, and time is in play again.

Max knocks at the door, louder than she had before. "Hey, Kate." Max says when Kate opens for a second time with her red nose, careless bun and thankfully dry eyes. "I wanted to apologise."

Max shoves the gingerbread towards Kate. Her actions are a little more sporadic than she means them to be, her words a little more rushed. Still, they are there, they are sincere.

"For what?" Kate replies. Her eyes scan Max's face just as suspiciously as they had done last time, the blue in them growing no brighter than a dull grey when she sees Max's sincerity.

"For not keeping in contact like I should have."

Kate shuffles on her feet, but says nothing.

"It was wrong of me to push you aside and try to deal with your problem without consulting you."

Kate takes the gingerbread. Max's heart sings in relief.

"I asked you for your opinion. You – you just made me feel so hopeless. I want to go to the police, Max, I do –"

"But that's not a good idea, Kate." Max's voice is soft and small, tries it's hardest to remain neutral despite her concern. "You have no proof, you don't even remember what happened – they'll use the video against you and the Prescotts will win regardless, they're so loaded they'll just bribe the court -"

She fails.

Kate scowls at Max, shakes her head frantically. "I knew you wouldn't understand, Max, nobody does! I thought you were my friend?"

"I _am_ your friend, Kate, that's why I'm telling you –"

"Just leave me alone, Max."

Kate thrusts the gingerbread at Max, lets it fall to the floor when Max does not take it.

She closes the door.

Max hears her sobbing on the other side.

But she knows she is right. Max will not let Kate go to the police only to be ridiculed and rejected even more than she has been. She would lose at court, she would lose against the Prescotts, she would lose against anyone simply because Kate does not look good in that video –

/

Max reaches down and picks up the gingerbread. By the time she is standing, time has reversed.

But, on her third attempt, she fails again.

"Do you think I should go to the police?" Kate had asked.

"No," Max had replied, in her stupid belief that she would finally get Kate to understand her.

But Kate is desperate, and will only believe what she wants to believe. She will not believe Max because doing so makes her feel hopeless, or so Max thinks.

Either way, Max ends up with a door between her and her friend. If she listens close enough, she can hear the broken sobbing on the other side. Max can't help but think that it's all her fault.

/

Max rewinds again. But her fourth attempt is by far her worst.

Max attempts to apologise. She only gets halfway through her apology – an apology about how she is sorry for telling Kate _not_ to go to the police – when she then says that it was the right thing to do, that contacting them without evidence is a naïve idea.

She doesn't know how she managed to throw herself so far from her initial point, but Max now finds her inquisitive nature annoying even to herself.

Kate had certainly not been happy with her sudden turn. Max had wanted to punch herself in the face for being so stupid, but the door does that for her when Kate slams it shut with upset. It's loud enough to echo, and Brooke's agitated face peering out of her door is enough to have the guilt spilling across Max's chest like butter sizzling in a pan.

/

Max rewinds again and this time, thankfully, makes it all the way into Kate's room.

She is shortly after told to leave when Max avoids the question of police altogether, hoping that this would stop Kate becoming upset.

She was wrong.

In fact, this avoidance doesn't make Kate upset but it does make her _angry,_ and that is far worse. Kate has never been an angry person, and certainly she has never been angry at Max. That did not happen. But it is happening.

"I knew you hadn't changed your mind!" she cries at Max, "How can you apologise when you don't even mean it!"

Max _is_ sorry. Max is so sorry she can't express it but she will not give in to Kate's desire to go to the police because she knows it would fail. She refuses to apologise for telling Kate not to go to the police because apologising for that means she is throwing her friend under the bus, and that is something she refuses to do.

Max does not apologise _because_ she is sorry. So, she perseveres and endures Kate's anger towards her despite the way it makes her head throb like an open wound.

/

Max rewinds one final time.

She does not knock at Kate's door. Instead, she texts Chloe in her sadness and waits for the girl to come and pick her up. She eats her apology gingerbread by herself in the silence of her best friend's car, hoping that spending some time at Chloe's will help her gain some perspective.

And despite all of this, Max still does not even know why Kate is truly mad at her, and for that reason, Max will wait to talk to Kate before she fucks things up entirely.

* * *

"That sucks, Max. Kate really won't talk to you?"

It's the same familiar situation. Chloe, sat at her desk and Max, sat on her bed. She's done it so many times it feels like half her life has been sat here, staring at these same colourful walls, listening to the same colourful music. Even if Chloe's hair wasn't always so colourful.

It's funny that the other half of her life was probably spent enjoying Joyce's pancakes.

Chloe doesn't appreciate them quite as much as Max, but that's probably because she eats them more often. She's so used to culinary genius she's lost in it, unable to identify a good waffle from a cheap store-bought.

"She won't." Max replies, letting herself fall backwards and meet Chloe's springy mattress. She bounces slightly on the impact, hears the creak of the old springs beneath her. "She'll barely say hello. I even bought her apology gingerbread and still, nothing! I think…I think she's really upset, Chloe."

Chloe is nice to talk to when she has a problem because Chloe listens, takes it in and understands, and then completely changes the subject. It's good because it means Max can vent and know that somebody gets her. It vindicates her in a way, allows her to let it go and move on, if only momentarily.

"Yeah, apology gingerbread that you ate in my car. Would've liked some, by the way."

"Did I make _you_ mad?" Max asks her with a cocked eyebrow, turning her head to look at her best friend. Chloe's legs are crossed up on her table, her back leaning against the chair and pushing the front two legs only slightly off the floor. A cigarette hangs lazily between her fingers, and her eyes stare out of her window.

"No, Maximus, I don't believe you've pissed me off today. Good job."

"Well, then, no apology gingerbread for you."

"Lame, Max. Totally lame." Chloe takes a long drag but smiles at Max regardless. It's more of a smirk, though, Chloe's own little signature amusement. "You didn't even hand her the gingerbread, no wonder she's upset with you. Someone offered me gingerbread and then didn't give it to me? I'd be hella mad."

Max scoffs a laugh but does not reply. Decides to save Chloe the semantics of how she technically never _did_ give Kate the gingerbread because she undid it all. Instead, she lets her eyes trace the ceiling, examining all the little pencil stars Chloe and her had drawn up there when they were ten. Chloe had wanted some of those glow-in-the-dark sticker stars but she'd never received them so, Max, instead, had decided they could draw their own. Looking at them always makes her smile, despite how worn and faded they are now, almost as if they don't exist at all. Sort of like real stars, Max supposes.

It took a lot of effort to even get to the ceiling to draw those stars. Joyce had not been happy when she'd come up and found Max on Chloe's shoulders, shakily drawing another star on the ceiling. She'd almost had a fit, yelled at Chloe to put Max down before she hurt herself. Even now Max could see that one unfinished star from Joyce's interruption.

"You think that going to the police is a bad idea too, right?"

Max hears, rather than sees, Chloe stand. She hears the creak and thump of her chair as it touches the floor again, hears the plod of Chloe's boots across the floor as she comes to join Max on the bed. "Going to the police is a shitty idea. It's practically the Prescott's private bodyguard. Kate's too desperate to see it."

"She has a right to be desperate, Chloe. What people are saying about her is… unbelievable. Even her own family is condemning her, except for her dad. It's _horrible_."

"I – I know it is, Max. Don't you worry about that. If Kate really was drugged then I know you can find some hella positive evidence and make the bastard pay. And I'll be your more attractive sidekick, of course. Super Max and sidekick Chloe! The unbeatable team!"

Chloe lifts her hand for a high five and Max obliges with a smile, enjoys the loud, satisfying clap it makes.

"Hell yeah, Shakabrah!"

"Don't ever say that again."

Max laughs again, lets her insecurity burn away with the spilling of her lungs. She never feels more at home than she does at Chloe's house, there's something so happy in it that remains even after William's death. David hadn't exactly helped Chloe in coping with it, and Max knows deep down that Chloe will never _truly_ cope with his death, but it is still very comforting to sit in this house with a best friend she is so comfortable with they are almost sisters, and a second mother she has known for almost as long as her own.

Nowadays she sees Joyce more than she sees her own mother. Max supposes that should be a weird thought, but she never did want to go to Seattle. Her parents moved there the same time Max enrolled at Blackwell. It was remarkable timing, at least Max thought so, but now she feels as if her parents had planned it ever since Max had said she wanted to study at Blackwell when she was fifteen. She's probably just being paranoid.

Of course, her wanting to study at Blackwell in particular had absolutely nothing to do with hearing a certain blonde say that she was going to study there, when she was old enough. No, no, Max always told people it was to stay close to Chloe and that Blackwell was one of the best photography schools around.

Those weren't lies, of course. She really did want to go to Blackwell to stay close to Chloe, and also to learn from the legendary Mr Jefferson. But Dog if Victoria did not also have something to do with it. Chloe would always tell her, with a smug little grin, "Oh, what a fucking coincidence that Victoria also goes to Blackwell?" and Max would just shrug and offer a very meek "I guess."

To be honest, she'd barely spoken to Victoria until they'd gotten to Blackwell, even though they'd both been in the photography club in high school. Chloe saw past that, though. It's hard to keep things from your best friend. Especially one like Chloe.

"Do you want to sleep over tonight?"

Max pulls herself from her thoughts at Chloe's voice, and look at the girl who is now sat up on the bed, legs crossed.

"Is that alright?" Max asks. "I feel like it's been ages since I stayed here."

This is true - Max can't remember the last time she stayed round this house, even though she's been in it countless times. Countless times before and after Blackwell, but lately it's seems less and less. They've both got lives; it's hard to keep up with it all and still frequent each other as much as they used to, even though they are no further apart than they'd ever been.

"Of course, dude! You're gunna be late for curfew anyway."

And Max can only smile and nod and bounce slightly on the mattress because despite how often she does this, it still makes her happy to spend a night in Chloe's house. She doesn't feel the burning need to mention that they could easily leave now and be back in time for curfew because Chloe clearly wants her here for longer and Max really wants to stay. Not just for Chloe, but for Joyce. Her only real thought is what she'll wake up to in the morning: Joyce making pancakes and waffles and eggs and bacon, and Max will get a break from the same Blackwell cafeteria food.

"I'm so looking forward to Joyce's pancakes." Max says, and Chloe smacks her over the head with a pillow.

* * *

 **A/N:** This chapter feels so lacking! Is it lacking? I think it's lacking. Anyway, despite my personal opinion I hope you enjoyed it! And the next chapter will be great because it's going to be very very Victoria/Max centric! :D


	8. Eight

**A/N:** Hey! Sorry its been so long since the last update. I can't promise to have another update up quick but I'll try my best - I already have a large portion of the chapter written so it shouldn't take nearly so long.  
Whenever I read over my chapter notes I get sad so take that as you will, but I did not design this to be a sad story. :)  
Anyway, Max/Victoria romance progress in this chapter! Max is perhaps a little less clueless now... or perhaps Victoria is a little more thirsty? Who knows. Anyway, I've got a big scene planned for next chapter! As usual, reviews are always highly appreciated!

* * *

When Max wakes up in the morning, her nose is bleeding.

Chloe is still asleep since it's a Saturday, but Max, her nose wet and scarlet and her mind alert, stumbles out of bed. Through the haze of morning silence her feet plod against the hardwood floor and her head pounds irritably. In the hallway Max can hear the busy clangs of pots and pans downstairs; Joyce and David are clearly enjoying breakfast.

When Max makes it to the bathroom she pulls at the dangling, stringy switch of the mirror light – the luminous white does nothing to flatter her blood-stained skin. How does she look so pale? The blood, deep and red, does not help, so Max pulls at some tissue and wipes at her nose clumsily.

Is this happening because of her rewinds? She'll admit she overdid it yesterday, what with the constant rewinding for Kate, but she felt fine at the time! Now her limbs, her mind, and even her spirit, is rather exhausted. Her shoulders feel heavy and Max does not understand how her spine can remain so straight against the weight pressing down on them.

Her hands clutch at the sink almost against her will, and with all the force she can muster she rips one from it and turns the tap to splash at her face. The water is cold and helps to wake her, helps her gain some perspective.

What time even is it?

Max pulls out her phone: 9:50.

But it is not that that catches her attention.

 _Nine_ unread messages?

But after unlocking her phone, Max is sure she is hallucinating. The little bubble of laughter that escapes her only ceases to prove her insanity. Because it's just not possible.

Nine unread messages, three missed calls… all from Victoria?

It's not possible.

They may have gotten closer, may even be in a position where Max would call them friends (or, rather, she hopes Victoria views them that way. Max certainly does) but she did not know that Victoria cares enough to text and call so much –

The realisation dawns on her all at once, shrivelling her hopes for friendship until they are nothing but ants crawling on the floor.

Victoria didn't call because she was being friendly. She called because she was worried, because she was panicking. Because she was angry. The rewinds must have freaked her!

Or maybe something happened to Kate?

Suddenly Max feels nauseous. Her hands grow clammier than they already are, and the sharp pain in her eyes worsens like someone is twisting a knife in them. Kate is okay. Kate had to be okay. Kate is strong and kind, and perhaps a bit dependent right now, but she is also good at fighting her battles.

At least she was.

Shit – _Kate._

 _Shit, shit, shit!_

Max inhales deeply to find her axis again – in through the nose, out through the mouth – but with it the sweet smell of pancakes ensnares her. And they make her feel sick to her stomach. She can't relax, she realises, not whilst she thinks Kate is in trouble. Not while Victoria is in a place where she feels she has to message Max nine damn times when she'd barely even look at her usually, not when she also has some missed calls and they are also from Victoria and yet she has nothing from Kate -

Max, with shaking fingers, opens her messages. In her anxiety she fears the worst.

 _Where r u?  
_ \- sent at 5:29pm

 _are u OK?  
_ \- sent at 5:29pm

 _Max Caulfield ANSWER ME  
_ \- sent 5:31pm

 _I swear to god if you don't answer me right now!  
_ \- sent at 5:40

 _why did you rewind so much? is something wrong?  
_ \- sent at 5:46pm

 _PLEASE Maxine answer me, youre not in ur room  
_ \- sent at 6:00pm

 _Warren says he hasn't seen you since yesterday? Getting worried Max. Call me.  
_ \- sent at 8:00pm.

 _if this is some sick joke for taking your cookies last week its NOT funny  
_ \- sent at 11:00pm.

 _okay max. I looked in your room this morning youre still not home. Please just tell me youre safe?  
_ \- sent at 8am.

And, as bad as it is, her first thought is not of Victoria – or her worry, or her anxiety. It is of Kate. That she is relieved that Kate is okay, that Kate is well, that against Max's own stupid thoughts, nothing more has happened to her since Max fucked up her rewinds and made Kate cry. She knows that Kate does not remember it, but that something should happen to her after Max had just messed with her so many times would have been heart breaking – to think that if she had kept trying to have that conversation, Kate wouldn't have done anything…

Yet those are not thoughts Max needs to have. Because Kate is okay, Kate is fine. And selfishly, Max will admit, immediately after the thought passes through her, her mind is suddenly encapsulated with Victoria: large, colourful images that flash through her mind almost against her will, almost violently, and she wants nothing more than to run back to her and promise Victoria that she is okay.

She is all Max can think of.

Did Max's rewinds freak her out that much?

Max supposes that there were a lot of them, all at once, and perhaps that could have made it seem as if something bad was happening… but Victoria only ever cares about the rewinds for her _own_ sake, not Max's.

At least, that was what Max had thought.

But Victoria had even gone to the trouble (and, oh, _humiliation_ as Tori would call it) of asking Warren where Max was - and Victoria disliked him perhaps more than anyone else. It was almost touching, in a weird way. Touching if Max didn't feel so damn guilty.

With a last look in the mirror Max decides she at least semi-acceptable for the public eye. She's not quite ready to face David yet, so instead she makes her way back into Chloe's room and prods at the sleeping girl.

"Chloe!" she whispers. Chloe does not wake. The duvet clumsily lies on her with one side of it rolled over as Max had folded it when she had gotten out earlier – Chloe's left leg sticks out of this part, the girl asleep on her stomach. Max, with two hands, pats a little tune on the base of Chloe's head, hoping to wake and annoy her.

"Chloe," she says again, prodding the girl harder this time. As nice as it was to see a little snoring Chloe, she wanted to get back to Victoria, and soon. She doesn't like the girl worrying about her and she wants to stop that as soon as possible. "C'mon, Chloe. Get up!"

And she shakes the girl.

Chloe awakes with a start, spluttering and shaking her head wildly around the room to find the danger – when she sees only Max, her eyelids droop and her lips curved down into a frown.

"I could swear we talked about _not_ waking me on a Saturday, Max. Let me sleep through the day." But she doesn't snuggle back down into the covers, like Max is half-expecting. Instead she lets herself sit up and rubs at her eyes with her thumb and index finger. "Don't wanna face step-douche."

"Chloe, I gotta go back to Blackwell. " Max immediately says. "Victoria is pissed at me."

Chloe studies her steadily for a moment. Her blue eyes search Max's face as if looking for something important – some reasoning for Max's erratic behaviour, or some source of anger or annoyance towards Chloe that may explain why she wants to leave so early – but Chloe either lets it go or finds what she is looking for, and with a scratchy morning voice, says: "that self-entitled princess is always pissed at you. So what? She's pissed at everybody, herself included. What's the difference now?"

"I rewound a lot yesterday and didn't inform her. I haven't talked to her since it happened and she thinks something is wrong with me."

Chloe snorts. "Something _is_ wrong with you."

And with that Max smacks her lightly with a smile, tells her shyly "Shut up!"

Chloe scoffs a laugh and waves her hand away, allowing herself to get out of bed and pad to her cupboard. She flicks through her clothes as Max stares at her. Chloe knows that she's watching her, waiting for Chloe to give in and admit Max needs to see Victoria, but instead she speaks with only a minute amount of guilt, and only shrugs.

"Why don't you just text her?"

And Max looks at her like she is an idiot. "Like I hadn't thought of that. I don't have any credit, Chloe. We can't all be on contract like you."

"Super Max isn't so super anymore!" Chloe laughs. "But sure, we can get you back to your princess. Wanna stop for breakfast? Or no?"

"I don't think I can stomach it right now," Max says. The hurting of her head is still present and killer, and it seems to make her whole body twinge when it pounds. Her stomach feels nauseous. So, no, she does not want pancakes - even if they are Joyce's.

* * *

When they finally arrive back at Blackwell Max feels just that little bit better. She is still in pain but it is perhaps lesser than before, and when she waves goodbye to Chloe in the parking lot as the girl drives away in her truck, she feels oddly more relieved. Max guesses that it's because she can finally clear up this Victoria mess, and so with an out of place spring in her step she makes her way to the dorms.

Somehow being in the corridor feels unnatural and surreal. When she walks past Kate's door she almost wants to stop and knock, but then she thinks better of it. She has nothing to say, not yet, and Max already knows how the conversation will go.

She must wait.

But still, as she skulks towards Victoria's room something feels tight in her chest, like the very air she breathes has knotted itself in her chest, condensed and smoky. Carefully she approaches Victoria's door, and carefully she knocks at the wood, and carefully she waits for the girl to answer.

Victoria does answer, almost immediately.

And the first thing Max thinks is that Victoria's bags are a little heavier than they usually are, that she isn't glowing quite as much as she usually does. She is also slouching, but Max won't mention it, and when Victoria's eyes connect with Max's own the brown of them turns harsh and sharp, and yet Max can see better than anyone else the utter joy in them.

"Max," Victoria breathes, and then composing herself: "Where the _fuck_ have you been?! You look like shit."

"Oh, gee thanks," Max says, quietly and sheepish. She has to look away from Victoria, whose eyes are too deep, too piercing, and too heart-breaking to stare into for more than a moment. Instead she stares at the floor, where she is mocked by Victoria's feet shuffling as if nervous. "I'm really sorry about yesterday," Max begins, she still does not look up, "I was trying to talk to Kate and it wasn't going well. I wasn't in trouble and I'm _so_ sorry for worrying you, Victoria."

Victoria does not say anything, though her feet stop moving. When Max's looks up to her, the girl is only staring adamantly at Max with a look that feels almost accusing, though Max just can't decipher it. Her eyes are deep and brown and they make Max feel so damn terrible for ever leaving and not explaining to Victoria what was wrong, because something in them looks so sad.

And with a proud cock of her head Victoria crosses her arms. When she finally speaks it is almost monotonous but not quite, there's a ripple of something dark and offending when she says: "I was not _worried_ about you, Maxine. You did not _upset_ me, Maxine, and certainly I did not care that you were _gone,_ Maxine." With every sentence, her tone grows sharper. With every word, her voice grows all the more shaken.

"I didn't mean to –"

"Maxine!" And Victoria whips one hand up and holds it high in front of herself to silence the girl. "You don't get to stand there and tell me what you _'didn't mean'_ to do. You don't get to fucking stand there and pull your damn little puppy dog act that has everybody in this school completely fooled! You don't get to stand there and look at me with those fucking blue eyes and expect _me_ to feel guilty and forgive _you_ , Maxine, because I didn't sit there –" Victoria points to her bed "- for _hours_ waiting to hear from you just for you stroll down the fucking hall acting like nothing is wrong!"

Victoria's face is red, whether with embarrassment or anger or a distraught mix of the two, and then she takes in a large breath to calm herself and, much quieter, she says: "You don't get to stand there and _apologise_ , Maxine, because whether you ' _meant_ ' to do it or not is _irrelevant_. You did it. You didn't tell me you were going to rewind, and you didn't even send me a simple _text_ afterwards telling me why you did it. You just left me alone to wonder what had happened like my feelings meant nothing to you."

And Max is stunned.

Of everything she expected from Victoria, that was not it. She expected anger, aloofness, the same bitchy tone she chained to her voice like armour – she did not expect such a powerful admission from her. Victoria keeps her feelings close to her chest; she is not one to give away her hand and yet here she is, throwing them at Max as if she never cared for them, as if Juliet hasn't peered out of her door to gape at them, as if Max did not recognise her at all.

It is all at once Victoria seems to realise herself and with a burst of worry she clutches at Max's arm and pulls Max swiftly into her room, the door slams behind her. Max, against the door, still only gapes, and Victoria seems to grow embarrassed, feels scrutinised, under her gaze but still she takes a rather bold step forward, not a step back, and Max still can't say anything and her mouth is open and all at once she says:

"I'm sorry,"

And she notices how Victoria's back straightens proudly like it often does when she insults someone. And her eyes, stony and defensive as they are, melt like metal under a furnace and her lips, soft and upset, twitch as if wanting to say something and Max just looks at her and realises that she really, truly has no clue about this girl at all, no matter what she may think. No matter how long she's looked at her and blushed over her and felt as if her heart would expand in her chest at her she knows absolutely nothing about her at all. Words cannot express the guilt that she feels wallowing not in her chest but in her entire being, made ten times worse by the jolting pain of her time-reversal hangover.

She is quiet, when she speaks. Max whispers more quietly than she would ever in her life. "I am so sorry for – for distressing you." And she looks Victoria in the eyes because it is what the girl deserves. "I wasn't thinking, when I left. I was sad because I can't help Kate, and because no matter what I do it only seems to make things worse and I can't make anything better. I upset Kate and I've upset you too –" Max sighs, shakes her head. "I don't know why I was given these powers."

"Maybe you're supposed to realise that life is fine as it is. What happens is meant to happen."

Max swallows, licks her lips. Victoria is quiet and she still looks mad, but she is receptive. Her answer feels a sledgehammer to the gut, and yet it feels like she has been released from something utterly horrible. "Do you really believe that, Victoria?"

And Victoria shrugs, her arms crossed, and snorts. "Please," she begins, "life will never be fine how it is."

As much as the sentence upsets her, Max feels as if they've come to an understanding, finally, and found themselves again when they had ultimately been lost among the trees. Victoria doesn't smile at her, though somehow it feels as if she has, and Max feels like she should smile back so she does. It makes the air feel lighter and, forgetting herself, each other, who they are in the high school hierarchy, Max asks: "Do you want to watch a movie?"

And Max is only surprised by the reply: "Sure." Victoria says, and only after a second thought does she add "Weirdo." as if trying still to keep up her 'Queen Bee' act.

"I'll bring the snacks." Max says, "I guess cookies will do?"

This time, Max is sure Victoria smiles despite how gentle it is, and she is even surer of the teasing tone in Victoria's voice. "You have cookies?" she asks, as if unknowing. "I had _no_ idea."

Max would laugh but something about it doesn't feel appropriate in this atmosphere, light with confession but heavy with the remnants of the confrontation, but the large grin that encompasses her face helps to dissipate the remaining awkwardness. "Of course you haven't,"

And she leaves the room to get them.

Out in the corridor she takes a moment to breathe. No one is here apart from her and the space gives her time to collect herself, which she does, slowly and then all at once with one large breath in. And then out. Max is happy that Juliet has thankfully closed her door again; she does not like the idea that Victoria's outburst was viewed by anyone but Max, and certainly not by a gossip like Juliet. Rumours would spread, Victoria's 'Queen of Blackwell' reputation would be in question, and Max did not want that even slightly.

Max takes a moment to wonder why she worries about that at all; it's not as if Max cares about reputation. But Victoria does, Max supposes, and it's almost pathetic that she should care just because Victoria does – it's not as if they're close.

Well, Max wouldn't say they are close but maybe they are. Victoria isn't one to let people in, after all. Or at least not many.

But, with better things to do, Max only shakes the thoughts away and crosses the corridor to her room; going inside feels a little stranger to her now even though she's not even been gone a day, and yet oddly it feels like so much has changed in that time. Thoughtlessly she collects her cookies, and thoughtlessly she leaves, completely oblivious of her unmade bed and messy covers, despite not sleeping in it at all that night, and despite making it the day before.

With a smile she enters Victoria's room again. The blonde is sat on her bed leaning against the wall, the pillows behind her propping her up comfortably. She has her laptop on her lap and almost shyly she asks:

"Laptop is okay, right?"

But that is impossible, for although Victoria is many, many things - shy is not one of them.

"Well you're going to have to deal with it either way, it's not like I have a TV."

Max takes a seat next to Victoria with a smile and sits close enough that their legs touch from thighs to calves, and she can't help but blush even though they're both wearing trousers. Victoria, next to her, says nothing of the proximity. She probably realises, as Max does, that if they have any hope of seeing the movie properly on a small laptop screen they must sit as close as they have. Victoria grabs a pillow from next to her and passes it to Max.

"For behind your back," she says, not looking away from the laptop where she flicks through movies on a website, "it's more comfortable."

Max obeys and puts the pillow behind her. Immediately she is more comfortable, feels more propped up by clouds. "Thanks," Max says quietly, and desperately tries to ignore the feeling of Victoria's thigh rubbing her own when the girl shuffles slightly. "this is definitely more… snug."

Victoria hums almost awkwardly. Her eyes are glued to the screen. Max wonders if Tori feels the electricity, the embarrassment, as hotly as she does. But Max doubts it. Max has always found a spark when she looks at her, but she sincerely doubts that Victoria feels the same. As if she can for Max - a nerd by all Tori's accounts - who is about as 'in' with the cool kids as a forty year old mother desperately trying to connect with her teenage kids.

And yet, among it all, Max dares to hope that she can.

So, yes, she doesn't move away from Victoria. Yes, she sits there in silence and hopes that when Victoria's fingers graze against her legs as she moves the laptop to sit between them, one leg each, Victoria means for it to happen.

"The Fifth Element?" Max questions, seeing the movie on screen.

And Victoria does look at her then, with defensive eyes but a tint of red on her cheeks that gives her away. "Yeah, so? I figured you'd like this kind of crap, Maxine, if you don't I can just turn it off-"

"No!" she says and, at Victoria's cocked eyebrow, "I like this movie. I just didn't know if aliens and sci-fi and you know, that stuff, would be your thing."

"Milla Jovovich is in it. Bruce Willis is in it. It's not exactly the nerdiest thing around, weirdo."

"Right," Max replies and lets the subject drop. Victoria has obviously seen this movie before and, even more so, enjoys it. Max can't say she is surprised though, because she's sneaked into Victoria's room many times and knows that the girl secretly likes a lot of things her friends deem "lame".

So, letting herself indulge in the knowledge that Victoria is secretly a huge nerd, she snuggles down onto the bed, and watches as Victoria clicks play.

* * *

It is only noon by the time the movie ends, but Max is exhausted. Victoria, next to her, is already asleep. Max had become more and more aware over the time they spent together today that Victoria had clearly stayed up very late yesterday waiting for Max – perhaps she hadn't slept at all, Max didn't know. But looking at her now, the way she sleeps so peacefully and beautifully is more than Max can describe. She looks so gentle. She actually looks almost younger than she is – if only because all the stress and worry has floated from her face. When she breathes a little too deeply she sounds as if she is snoring and Max, next to her, can't help grinning, but it only happens the once and then Victoria is silent. Watching her sleep makes Max even sleepier herself, and her own eyes lull closed at the soft steady sound of Victoria's breathing.

All she wants is to sleep.

Really, that is all that Max wants in this moment. It would be so easy to sleep next to Victoria, so easy because the girl smells so silky and just a little bit fruity: not intensely, but just enough to entice you. Maybe her head would fall gently onto Victoria's shoulder, her eyes would close, and slowly she would be surrounded by Victoria until she knew nothing but her and she would see her in her dreams where, for a moment, she can relax and swim in nothing but peace and moonlight.

With far more effort than she has available to her, however, and with far more willpower than she believes she has with her pounding head and sagging eyes, she snaps her eyes open to stay awake. Gently she shakes Victoria. She cannot sleep next to Victoria, she would not let herself. Victoria would be mortified if she knew she had been sleeping, snoring, drooling next to Max, so she wakes the girl up and acts nothing of it.

"What time is it?" Victoria asks when she orientates herself, and Max, with sleepy eyes, replies:

"Twelve."

"At _night?"_

"No, it's noon."

Victoria nods and, through a yawn, wipes gently at her face, clearly trying to wake herself up. Her eyes take a while to open after she's done, and Max knows she could fall asleep again so easily.

"Another film?" Victoria asks, and Max thinks they might as well since she has nowhere else to be, and having Victoria so open to spending more time with Max is a miracle in itself, and it's one she will accept and savour.

"Sure," Max replies, and reaches a hand in the cookie box for a cookie. It is empty and Max cannot help but laugh – she had only had one, and the box had been full when she brought them in at the beginning of the film. Victoria blushes when she notices what Max is laughing at, but says nothing.

Bluntly, Max blurts out: "Holy baloney, Tori!" and although it's not funny, something about it has Max laughing all the more. And next to her, dazed and embarrassed, Victoria too falls into laughter in a burst of colour so full and vibrant that it is blinding and shocking and beautiful, because in their years of knowing one another never has Max heard Victoria truly laugh: it silences her immediately to marvel in it. The way her eyes scrunch up at the sides, the way she laughs fully and unashamedly, no hand covering her mouth, no attempts to stop herself as she so usually would. _She's unchained,_ Max thinks, _free_ , like she can't be around others.

Is she like this around Nathan? Around Taylor, or Courtney? Are they like this around her?

Max doesn't know - all she does know is that Victoria's laugh is liberating and makes the air feel fluffy and light-hearted, and it is intoxicating, suddenly, to be breathing; to be alive.

When Victoria stops laughing Max is staring at her, but Victoria is only looking at the screen. Max knows that Victoria sees her looking, the red on her face gives her away in how deep and dark it is, how it travels to her ears and neck the longer she stares and Max wants to trace it with her finger, only gently, and see where the pink ends. Something about the way Victoria refuses to look at her, refuses to acknowledge her blush, refuses to be regretful about laughing so brightly around someone other than Taylor or Nathan – it warms Max deeply, and for a moment, her hope becomes more than hope. For a moment, Max is sure, more than she has been of anything in her life, that Victoria likes her too.

And, so quietly she almost hasn't spoke at all, Max says: "I really am sorry for worrying you."

"It's not okay." Victoria replies, her voice a little stony in a way that makes Max's chest feel like she's drowning. But then Victoria sighs and looks at Max, and her eyes are barer than Max has perhaps ever seen them. "I was really worried, Max." she whispers. "Please don't do that again."

"I won't." Max says, determined that she means it in that moment. Never does she want to worry Victoria so much again, nothing is worth it.

"Good." And Victoria turns back to the laptop. "I don't want to have to talk to that freak Wonder Warren again. He's your own personal stalker."

"You act like I don't know that. I think he's gotten the message now, though."

Victoria looks at her, but says nothing. And they lay like that for a little while, warm and together but ever so distant, but then Victoria turns away and picks a movie and Max doesn't have enough time to work out what any of it means.

When the movie turns on, Max just can't pay attention to anything but Tori and the way her eyes light up at the comedy in the movie, or the way she'll lull almost back to sleep but then jolt slightly awake. At the way she glances at Max when she thinks that Max doesn't see.

When she falls asleep in Victoria's arms not long after the movie is playing, Max knows she has never felt so warm.

And when she wakes up, later that day, and finds Victoria's arms around her waist, her head nuzzling Max's neck, and the covers draped over them as best as Tori could manage, never had she felt so content but to fall back asleep.

* * *

 **A/N:** you can follow me on Tumblr if you want more active notices on when I'm going to update or how far I am through a chapter as I keep my followers more up to date than is possible on here or AO3. My URL is life-is-chasefield (I'd post a link but fanfiction won't let me. Lame.)

Also The Fifth Element is my favourite film alongside D.E.B.S, so i sincerely suggest you watch it.


	9. Nine

**A/N:** I felt bad for totally flying off the grid and leaving you guys to think I'd abandoned this story, so I figured you deserved two updates in a week. This one is a major fluff fest, just saying.

Also: Love is Strange. I just played it after publishing my last chapter. The Chasefield root? Wowser. It got me smiling so much I didn't think I could set my jaw back normally. I managed. Funny, the sleepover scene was actually similar to my sleepover scene and when I was playing it I was like wow? Looks like the writers and I have a similar idea of good chasefield fluff haha!  
I also played the Amberfield storyline and I'm not kidding but I low-key ship them now and I'm sort of in love with their depiction of Rachel. So, Rachel and Victoria are my major babies now. I love them both so much.

Anyway, that is all. Happy Reading! (And I wouldn't mind some reviews but whatever that's up to you :P)

* * *

When Max goes to her science class she is met with an unhappy surprise. Dana, her usual science partner, is having trouble in the class. She's moving partners to Juliet who can offer help that Max simply can't, and so Max is being made to work with Hayden - the Weed Overlord as Max likes to call him. Miss Grant apologises to Max likes it's her fault but Max knows it isn't – sure, Dana and Max get along well, but Max is really quite useless at science.

Dana hugs her like they will never see each other again; it makes Max want to laugh. "I love you, Max!" she says, chirpy. "You were a great science buddy. I'm sorry I have to leave you with Hayden."

Max snorts. "It's not your fault Dana. And Hayden's not that bad, right?"

"When he's not smoking weed, yeah, he's an alright guy."

"Then I think we'll be okay."

Dana smiles at her, bounces on her feet a little, and Max can't help but feel a regretful that she is being left with Hayden, the boy who flirts with anything with two legs and inhales weed like a vacuum cleaner, rather than getting to keep her sweet, happy partner Dana.

But she obeys and leaves Dana to Juliet, who offers Max a smile and a wave and nothing more, and then Max makes her way back to Hayden, who sits alone and grinning at her as she approaches.

"Yo, Maximillia!" Hayden offers his hand up for a high-five when Max makes her way over to sit with him. She accepts it with mild reluctance, and afterwards he does this weird hand thing she thinks only 'bros' do with each other, and then he clicks his fingers at her. "You're my science buddy, huh?"

"Yeah, I guess so." Max replies. She's upset that she couldn't instead be partnered with Alyssa or Victoria but it's a silly thought because Victoria isn't even in her class; Max is pretty alone, surrounded only by people she doesn't know very well and some she does not really wish to. After yesterday, Max can't help but wonder if Victoria would want to be her science partner, too. Probably not though, because Max is, after all, still terrible at the subject. And Victoria probably has Nathan.

"So, man, I'm not really good with science. But for you, Max, I'll try my best." Hayden shrugs and actually _winks_ at her. Max wants to throw her head back and laugh at him.

"I appreciate that, Hayden." She says, and tries to stop her lips from curling upward in amusement, in case he takes it the wrong way, thinks that she enjoys his flirting.

Hayden smiles when Max takes her seat and pulls out her stuff, and then he shuffles a little closer to her, leans his head in close as if telling a secret. "I make pretty good brownies though." He says, "You wanna come over after this lame class and try one? It'll blow your brains out, I swear."

"I'm, urgh – I'm okay." Max says, tries not to frown at him. Pot brownies: the classiest way to get high. Classy or not, Max doesn't care- after Kate's experience with drugs Max doesn't particularly want to try _any_ kind, no matter how mild or harmless it is.

"Why not? My space cake will seriously take you out of this world."

And, with a sigh, Max says: "I sort of want to stay in this world, Hayden. I'll watch some sci-fi movies if I decide otherwise, though." And just to soften the rejection: "Thank you."

Hayden just shrugs again and leans back on his stool. "Fine, Max, suit yourself. I just think you should loosen up a little. I mean, damn, even Kate went a little wild at the Vortex party. She loosened right up. You should too."

Max's blood burns cold when he says the words. What Kate did was not _loosen up,_ it was _get drugged._ What Kate did has not made her _happy_ , it has made her _severely depressed._ What Kate did was broadcasted and uploaded on the internet for the _whole world_ to see, and now she sits alone in her room _crying,_ faced with _unfathomable_ humiliation and rejection -

"I think Kate would disagree with you." Max replies, and bites down on her tongue to stop her unveiling the fact that Kate was actually drugged. "I don't think she had a good time."

"Well she did while she was there. Everyone has regrets after a party."

Max feels her gut boiling. How dare he? How _dare_ he! He has laughed at Kate – sweet, _gentle_ Kate - along with everybody else. He has laughed at the video and laughed at her in public and never once has he seemed regretful of his actions or seemed sorry for Kate, or even slightly apologetic. He may not have drugged her or even known she was drugged (nobody really does) but he's certainly _encouraging_ it. He hasn't even acknowledged that something is wrong with her -

"And, Victoria? Oh hell does that girl know how to _party,_ I tell you. She can rock my world any time, I swear, even if she's got totally tame recently. Kate should be more like her – uncaring and a total _hilarious drunk,_ man!"

Uncaring? _Victoria?_ That people actually think that about her is laughable and horrible and Max can't believe that people buy into that _stupid_ act she sells – that Victoria even wants to put on that stupid act any more just to stay Queen Bee, when really she sits in her room and watches bad anime -

"Lets just do the assignment." Max replies, unhappy and monotonous, trying her hardest not to sound pissed off, which she is.

But clearly Hayden senses the atmosphere because he raises his hands up in defence and looks at her with his eyebrows raised and says "We're cool, man. We're cool. I didn't mean to offend you. I'll get the beaker things."

* * *

When Max leaves the classroom she has thankfully cooled down a little. The experiment they were doing was, surprisingly, a success, and Hayden definitely isn't as bad of a partner as Max would have thought. He is certainly better at science than Dana (who caused one too many eruptions that _weren't_ supposed to happen) but he is certainly worse company than Dana (who made Max laugh more times than Max could count).

Still, a little lighter on her feet than she had been in the classroom, she makes her way down the hallway and to her locker. She shoves her cursed science book back into it and pulls out instead her English book, which she has next period with Warren.

When she shuts her locker, her eyes immediately snap to Victoria. Victoria, who snuggled with Max and kept her warm last night, who usually swears at those less popular than her and stands with such coldness and elegance looking down on those outside the Vortex Club –

Victoria, who smiled at her gently and told Max that she was worried about her; Victoria, who loves more than she is able to show, and worries about the most inconsequential things – Victoria, who is guarded and vicious and beautiful and soft-hearted and determined –

Victoria, who is looking through her own locker with a scowl on her face, alone. And with a swirl in her gut Max thinks this is her chance. For what, she doesn't particularly know, but she thinks it, and before she knows it her feet are pulling her forward and her mind is pulling her back and every part of her wants to approach but doesn't particularly know how to –

"Hi, Victoria." Max begins, her voice sounding more confident than she believed it would.

And Victoria does not turn immediately to look at her, but Max sees how she tenses only slightly and Max doesn't know if that's good or bad. Victoria doesn't look to be doing much in her locker, having already pulled out her books, and looks instead like she is buying time, or trying to look nonchalant or uncaring. Max doesn't really know which.

Victoria eventually closes her locker, slowly, and spins to face her. "Maxine," she says, her voice hitting the perfect tone that lets her know she is both unwelcome and inferior to Victoria, as it so usually does. But Max knows that it is just an act and she tries her hardest not to feel offended that she is acting this way despite their progress yesterday. Tori had woken up before Max yesterday, so Max doesn't know how she reacted to having Max so close to her, but by the time Max had woken up as well Victoria still hadn't pulled away or even seemingly tried to, and Max took that as a very good sign.

At the time Max had been a little dazed with sleep, but she knew that the way Victoria had looked at her was more than how friends look at each other, and it was certainly more than how Victoria usually looks at people: with disdain.

And how Victoria looks at her now, with that same look of disdain that is slightly less potent than how it is with most people, completely warms Max's heart. Victoria is so _cute,_ trying to act like she hates Max.

Max wishes she wasn't doing it for all the wrong reasons.

But Max understands her now: she understands the way she's standing so still she's almost a statue; the way her eyes flicker around constantly to examine who is watching them but never landing on Max; the way her lips twitch as if fighting about whether to insult Max or not – their dynamic has changed, Max knows it, and so does Victoria. Tori doesn't want to insult Max anymore, at least not seriously, but another part of her is so insistent to play the part – Max knows this because she, like all others in this world, has wanted so badly to fit in she has succumbed to peer pressure; she's been beaten down by it like nothing else. So she understands Victoria's discomfort. She understands Victoria's indecision. She doesn't not resent her for it.

It must be a struggle, to be stuck between who you are and who you feel you must be. That is one feeling Max does not know, but Max knows she would grow so tired if she was Victoria.

"Thank you for yesterday," Max says, now more confident. "I had a lot of fun with you. See, Victoria? You do have a soft side."

And the way Victoria's eyes widen so comically has Max' heart bursting at the seams. Victoria looks around her to see if anyone has heard – thankfully the corridor is mostly empty – and then she grabs a little harder than necessary at Max's arm. Max feels bad, suddenly. She does not want Victoria to feel threatened or uncomfortable, and certainly not because of something Max has said. Victoria's reputation is important to her. Max may not understand it, but more than anything she respects it. She will not be a burden for Victoria.

Quickly, Victoria pulls at Max, yanks her into the nearby janitor's closet and shut the door to avoid eager ears and searching eyes. "That's not okay." Victoria huffs, "You _know_ my reputation is important to me and if you keep talking about how damn 'nice' I am in the middle of the hallway I swear to _God_ Maxine -"

But Max's pulse is suddenly in her ears. The janitor's closet is small, tightly packed. There is little space to stand because of the buckets, mops, brooms, and sprays, and what area there is Victoria and her share, standing on it together. Their bodies are practically touching. Max could sway forward, just little bit, and feel the soft cashmere of Victoria's top against her hands.

Does Victoria realise how close they are? Does it bother her? Does it bother her the way it does Max, or is she annoyed at how close Max is to her – close enough to hear their heartbeats slow so they are almost in sync. Is it Max's imagination?

A blush creeps up Max's neck, slowly and carefully, until her entire face feels warm with the heat of her embarrassment.

"I'm sorry." She whispers, now. "Dog, I'll just keep quiet when anyone is around. I just – I had a lot of fun with you yesterday. And I'm grateful."

Grateful.

Max knows that falling in lust with someone is not the same as falling in love; she knows this because she has stared at Victoria so many times before she even knew the girl. But now that she knows her, has spoken to her, heard her laugh genuinely, has felt those soft arms around her in comfort –

Max knows that this is not just an attraction anymore.

Max knows that she has feelings, however mild, for the girl that stands before her, so easily readable to Max but a closed book. And although she can feel the heat of Victoria's body as if it were her own, she knows that Victoria may be entirely unaffected.

She hopes that Victoria is not entirely unaffected.

Victoria scoffs, but Max is no noob to the workings of Victoria. She is certainly no expert, but she has known her long enough to recognise the tiny gleam of softness in her eyes amongst all the hard emotion. "Listen, Max, when we are alone, it's different. And it's surprisingly nice but, Max, when I'm _not_ alone with you it's a different situation. And you can't act like it isn't."

"Right." Max replies. She takes a step back - what little a step back she can take. Her heel hits a bucket. All can think about is that Victoria _likes it when they're alone._ "I won't accidently let slip that you have a heart."

"Thank you." Victoria says, before blushing, straightening her spine and correcting herself with a splutter: "Shut up, Maxine. Are you wearing the same lame-ass deer t-shirt you wore last week?"

"I am." Max says, smiling. "Thank you for noticing."

Victoria glares at her. She grumbles quietly to herself. "Leave five minutes after me. If you dare to get caught –"

"I'll rewind."

"Good." Victoria says. "I should go."

They stare at each other for a moment. It takes Max one beat – two beat – three beats - of her heart, to realise that Victoria is not leaving.

Victoria does not leave.

Max stares at her. Her heart is pounding. She feels the pulsating in her ears, her chest, her head, her hands, until she feels such a tingle throughout her body she almost feels nothing at all. She takes a step closer and sees how Victoria's eyes darken slightly; Tori stands perfectly still, and yet the act is flawed, now. Maybe Max can just see her for what she is, finally. Victoria's tongue darts out to licks her lips, and Max swears she has never seen anything so sinfully disorientating in her life -

"You're still here." She mumbles. Her eyes feel heavy and stare into Victoria's own with a tired anxiety – one that propels her towards Victoria, rather than away. Why has she stayed? Max feels as if there are words on Tori's pink lips that she does not say, that she has more she wants to confess to Max with that soft, husky voice, but she keeps the words at bay.

Victoria hums absentmindedly, looks away to the door and then back to Max. Her voice is just as quiet as Max's. "I don't want to – " Victoria shuffles on her feet. "I don't want to be seen leaving some janitor's closet."

"Sure." Max says, but with some recognisably foreign feeling Max knows that there is something else. Victoria seems so close. Their foreheads are practically touching; Max can feel the slight tickle of Victoria's short blonde hair against her head. Is it her or Victoria that has closed this distance, forced their bodies to touch in a torturous burning that leaves Max breathless and longing? "That makes sense."

"I really should go."

Max is very conscious of the distance between them. It is so little. So small, insignificant. But so significant. The air there feels thick and dense; Max swears she can lean against it for support. It's like chloroform, ensnaring her senses so deeply, so numbingly, she feels as if she will faint into Victoria's arms if Victoria so much as even touches her.

There are thoughts that begin to stray when Max had never let them become unleashed before: does Victoria want to kiss her? Should she kiss Victoria?

Her fingers twitch with even the simple thought of touching her.

But then the decision is made for her in one large curious blur – before Max lets the daydream burst, or before Victoria can grow the sense to leave, can uproot her legs from where they are stuck. Max brings them together softly, lets her lips rest against Victoria's own pink ones without ever really trying to do much more than grow used to the feeling, just waiting for a reaction from the other girl.

One doesn't come, and Max begins to panic.

She pulls back, worried, shoves her hand into the air before she can stop it. The rewind is in place before she can even contemplate if it was needed.

"Max, what the hell are you doing?"

Victoria's voice has returned, loud and queenly as usual but ultimately bursting with disbelief. Max looks at her. The girl looks stunned; her eyes are wide and her pupils large. She stands there stiffly, unable to do much but wave her hands around in erratic confusion.

"I'm sorry – " Max replies, desperate for Victoria's memory to be wiped, for this mistake to fade into the dust of another timeline, to remain non-existent everywhere but Max's mind, where, for a fleeting moment, Max felt the beauty of Victoria's lips against her own.

"Did you just kiss me?"

"No."

"Maxine, did you just kiss me?!"

"No!"

Victoria takes a step closer, points an accusing finger. "You kissed me!"

"I didn't!" Max yells back, frantic.

" _Dammit_ Maxine, you kissed me!"

Max drops her hand suddenly. The two of them stare at each other in complete shock. Max is forced to watch as, slowly, Victoria's beautiful brown eyes grow foggy and tired with the deception of a wiped memory, one that Max has forcibly taken from her. Only one word haunts her mind: dirty. Unclean. She is wrong for wiping such significance from Victoria's mind. But it is undone; the time rewind has done its job. Whether Max now regrets it or not is irrelevant. You can't rewind a rewind.

The thought makes her chest flare with bitterness, anger, annoyance for undoing what she had just done. She was just curious, just wanted to see if this girl actually does - even mildly - reciprocate Max's feelings for her. But now, when time plays again, she watches as Victoria's eyes grow wider and wider when they had just gotten smaller and glazed with the memory wipe, but now they look as clear and as beautiful as her crystal skin.

"You _kissed_ me."

It makes Max's heart stop. She _shouldn't_ remember - she loses memory of what happened before the alteration, when the time rewind stops. She shouldn't remember – but Victoria does remember. Max's chest swells - she doesn't know if it's in anxiety or happiness.

"You have no proof."

Victoria scoffs. Takes a step forward, even though there is simply no room to do so. It makes Max stumble backward into the wall. No escape. "That's as good as saying yes."

Her voice bursts with nervous laughter -"I didn't kiss you."

"Max, I just fought with you about it during the time rewind!"

She blinks at Victoria. Shit.

Shit, shit, _shit._

She forgot about that _small_ fucking detail.

"So I kissed you, so what?!" Max exclaims, throwing her hand up into the air. Her chest is beating erratically and her mind is a blur - "What are you going to do about it – tell people? You sure you want to hurt your image like that?"

Victoria says nothing, doesn't even seem to hear what Max has said.

Her eyes are dark, lidded, staring at Max's lips. She places a hand either side of Max's head against the brick wall, leans in close. Her breath hits Max's face. It smells vaguely like peppermint, brushes at Max's skin so warmly that Max is almost gulping it in: this warmth, this closeness, this intensity. She feels a lump in her throat.

Victoria speaks gently: "what was it like?"

There is something deep and wispy in her voice. Something so thick and full that it threatens to silence Max completely. It is undeniable, now, this electricity between them. This pounding that engulfs Max's entire being, leaves her still wanting more. Victoria's voice, always smooth and silky, has a rough, raw edge to it that she tries to swallow but can't. It makes Max's legs wobble beneath her.

"It was warm." Max mumbles. Her eyes feel like they're melting in their sockets - they stare at Victoria's eyes, her lips, her cheeks - examining every aspect of her face they can. "And soft. Your lips didn't move because you were shocked, but it was –"

"Tempting?"

Max's mouth feels dry at the word. Victoria licks her lips.

"Yes." Max replies. Her voice is a croak, barely there. "Tempting."

Victoria reaches a hand out and, gently, so softly it is barely a touch, just a slight tingle, strokes Max's cheek. Max's eyes close against her will; her body shivers ever so slightly under such a forgiving touch.

And then lips are on hers. It is slow, at first, small. Two lips moving together: not in sync but not badly, either, and something about it has Max unwinding under the touch of the blonde vixen. The kiss grows gradually warmer, messier, more desperate. Victoria's hands slip around the back of Max and pull her so close that there is no space between the two of them; just the kiss, their breathing, Max's desperate clawing at the girl's shoulders as she tries to bring the two of them impossibly closer. The touch of her is not nearly enough to sate this fire that has grown within Max, has burnt all the emotion Max has for Victoria but still continues to power itself off of nothing but their attraction.

Victoria bites at Max's bottom lip, forces the girl to open her mouth and slips her tongue in. She devours every part of Max that Max offers, and takes no more. Eventually Max's body is begging for air, to breathe as she had forgotten to do, but it makes the kiss better - more powerful - makes the tingle in her body erupt to a full-blown begging for Victoria.

But it is Victoria that pulls away, breathing heavily. It is Victoria that takes a step back, staring at her with eyes so dark Max can see into her soul. They simply stare at each other for a while, panting, warm brown eyes on cold blue.

And into the stuffy, warm silence in the enclosed cupboard, Victoria eventually speaks:

"I need time." She says.

It is horrific, feeling those words pierce at Max like little throwing knives. Victoria does not look as if she regrets it, but maybe she does? She was the instigator. Max was the perpetrator. Is that how it works?

But Max, good-natured and partly understanding of Victoria's needs, nods and does not try to pull Victoria close again when the girl moves backwards and rips Max of the loving heat of her body.

"That's okay." She replies. She tries to keep the worry out of her voice. Decides to break the tension. "I don't know if you realised, but I have plenty of time."

Victoria smiles warmly at her. Max focuses on that and, against her sense, ignores the tinge of something desperate flickering in those brown eyes.

* * *

Max waits in the cupboard for what feels like hours after Victoria leaves. In reality it's only about ten minutes. She make her way outside and suddenly she is alone and infinite, and the sun beams at her like it knows how open and warm she suddenly is.

She feels so light.

Time drags on behind her, but Max levitates onward with no thought for what is in front of her, behind her, next to her; she is weightless and yet she is filled to the brim with happiness and it feels too much like she can't take it, like this smile will wipe itself from her face.

It's a come-and-go smile, however. One moment she's flying, the next she's dragging her feet along the ground. Because Victoria _kissed_ her, liked it, wanted more, but she also told Max no more, told her to give her space and time to think. Max is fine with giving her time to think, that's not the issue. She just has her doubts and she can't help them: what if Victoria decides against the two of them? Against Max? Realises the kiss meant nothing to her?

And yet then Max remembers _how_ Victoria kissed her and she will be floating again, grinning like a child. Because it was soft, the way she kissed her. Soft and passionate and sexy, and the way she pulled at Max's hair has Max thinking that Victoria could never pretend those feelings, never ignore them. Max forgets that pretending is Victoria's forte.

She is struck with the reality a moment later.

Literally – _struck._

She turns the corner and immediately hits a force – something - some _one_. Max doesn't hit the floor but she wobbles, and then she is grabbing at the person in front of her to gain her balance and they aren't trying to help her and she looks up and it's Nathan Prescott and then she's letting him go and she really is falling on her ass –

He's staring at her with those eyes of his. His arms are crossed, his feet planted into the ground, his back straight: he's look at her like he looks at everyone but Victoria, and yet he looks at her now and Max swears she has never felt someone drain all of the colour from her life like quite like he has – she is frozen, now, to the spot. Her mind is numb, her fingers are still. And he's still glaring at Max.

He doesn't give her a chance to speak.

"I was seachin' for you, Cockfield." Nathan takes an intimidating step forward. His voice is deep and scratchy and something about it cuts at Max's skin like a cheese grater - "I don't know what sort of _shit_ you've been spreading about me and I don't fuckin' care to –"

She is so insignificant next to him. Nathan towers over her like the Empire State Building; his shadow looms over everything and everyone and Max is forced, now, to stare into it and act like she can't feel her very bones breaking away in a moment of sheer terror – the Shadow, Nathan, he represses everything like it is meaningless: it _crushes_ her, this shadow, _eats_ at her until she is nothing – All he has to do is look at her, and she feels terrified – he can threaten her and she _knows_ he can deliver – he can beat her black and blue and what can she do about it when it's her against him? Power against poverty? Instability against rationality?

Action against thought?

Max has said nothing about him. She knows this. But in that moment she swears she will never again even _look_ at Nathan, let alone _spread_ stuff about him, _talk_ to him –

He's in her face now, so close she can see the instability in his eyes and the money in his skin and the anger in his soul as bitterly he spits at her, and Max stands there and takes it and tries her hardest not to flinch when it's all she want to do -

"- but you best _shut_ your damn mouth before I shut it for you, dyke! I don't want my Vortex parties to stop and if they do I'll know _exactly_ who to fucking come to."

Roughly, he pushes her. This time she really does tumble to the floor: she hits the concrete with a demented slap, with nothing to cushion her fall but her messenger bag, with her camera and her journal and the things she cares about –

"Don't _fucking cross me!"_ He yells at her, storming past Max in an act of unhinged superiority.

And Max is left alone on the floor. The sun glares at her from above and it's blinding like she's seeing the light for the first time in days. Her messenger bag is next to her – her camera is okay – but she is shaking and nothing feels right and all at once she gathers herself, picks herself up off the floor and wipes her bleeding, dirty hands on her jeans –

And wildly she looks around her, but she is alone.

When she lifts her bleeding hand to reverse all that has just happened, she is struck with a determination so strong and frightful it is enough to help her overcome the anxiety bubbling and smoking in her chest, to help her surpass the adrenaline in her veins and the glass in her blood –

When time is in play again, Max walks the other way. Away from Nathan, away from upset, away from darkness.

Instead she walks into the light, where she sees proof that Nathan is the man who drugged Kate.

Instead she walks where she knows none would usually dare.

She is going to defy Nathan Prescott, _the_ Prescotts, and everything they have been hiding behind their money.

Because Kate was drugged.

And Max has never been so positive that it was Nathan Prescott's fault.


End file.
